Skip to main content
Find a Lawyer

Louisiana Revised Statutes Tit. 12, § 1-853. Advance for expenses

Current as of January 01, 2023 | Updated by Findlaw Staff

A. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation both of the following:

(1) A written affirmation of the director's good faith belief that the relevant standard of conduct described in R.S. 12:1-851 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under R.S. 12: 1-832.

(2) A written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under R.S. 12:1-852 and it is ultimately determined under R.S. 12:1-854 or 1-855 that the director has not met the relevant standard of conduct described in R.S. 12:1-851.

B. The undertaking required by Paragraph (A)(2) of this Section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

C. Authorizations under this Section shall be made by one of the following:

(1) By the board of directors in either of the following manners:

(a) If there are two or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote.

(b) If there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with R.S. 12:1-824(C), in which authorization directors who are not qualified directors may participate.

(2) By the shareholders, except that shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - Louisiana Revised Statutes Tit. 12, § 1-853. Advance for expenses - last updated January 01, 2023 | https://codes.findlaw.com/la/revised-statutes/la-rev-stat-tit-12-sect-1-853/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard