---
title: O.C.G.A. § 14-2-857. Indemnification of officers, employees, and agents.
collection: code
id: 14-2-857
cite_as: O.C.G.A. § 14-2-857 (2025)
canonical_url: https://georgiacommons.org/code/14-2-857
md_url: https://georgiacommons.org/code/14-2-857.md
text_url: https://georgiacommons.org/code/14-2-857/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=286
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
up: https://georgiacommons.org/code/14-2.md
previous: https://georgiacommons.org/code/14-2-856.md
next: https://georgiacommons.org/code/14-2-858.md
index: https://georgiacommons.org/code/index.md
version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / BUSINESS CORPORATIONS / DIRECTORS AND OFFICERS / INDEMNIFICATION
---

# O.C.G.A. § 14-2-857. Indemnification of officers, employees, and agents.

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:

(1) To the same extent as a director; and

(2) If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes:

(A) Appropriation, in violation of his or her duties, of any business opportunity of the corporation;

(B) Acts or omissions which involve intentional misconduct or a knowing violation of law;

(C) The types of liability set forth in Code Section 14-2-832; or

(D) Receipt of an improper personal benefit.

(b) The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under Code Section 14-2-852, and may apply to a court under Code Section 14-2-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.

(d) A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

## History

Code 1981, § 14-2-857, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 37; Ga. L. 1996, p. 1203, § 5.