RTA · Business Corporations Act
Part 9 — Directors and Officers
124 Indemnification by corporation
corporation or body corporate to procure a judgment in its favour, a
corporation may indemnify a director or officer of the corporation,
a former director or officer of the corporation or a person who acts
or acted at the corporation's request as a director or officer of a
body corporate of which the corporation is or was a shareholder or
creditor, and the director's or officer's heirs and legal
representatives, against all costs, charges and expenses, including
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an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the director or officer in respect of any civil, criminal,
administrative, investigative or other action or proceeding in which
the director or officer is involved by reason of being or having been
a director or officer of that corporation or body corporate, if
(a) the director or officer acted honestly and in good faith w ith
a view to the best interests of the corporation, and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the
director or officer had reasonable grounds for believing that
the director's or officer's conduct was lawful.
(2) A corporation may with the approval of the Court indemnify a
person referred to in subsection (1) in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment
in its favour, to which the person is made a party by reason of
being or having been a director or an officer of the corporation or
body corporate, against all costs, charges and expenses reasonably
incurred by the person in connection with the action if the person
fulfils the conditions set out in subsection (1)(a) and (b).
(3) Notwithstanding anything in this section, a person referred to
in subsection (1) is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by
the person in connection with the defence of any civil, criminal,
administrative, investigative or other action or proceeding in which
the person is involved by reason of being or having been a director
or officer of the corporation or body corporate, if the person
seeking indemnity
(a) was not judged by a court or competent authority to have
committed any fault or omitted to do anything that the
person ought to have done, and
(b) fulfils the conditions set out in subsection (1)(a) and (b ).
(3.1) A corporation may advance funds to a person in order to
defray the costs, charges and expenses of a proceeding referred to
in subsection (1) or (2), but if the person does not meet the
conditions of subsection (3) the person shall repay the funds
advanced.
(4) A corporation may purchase and maintain insurance for the
benefit of any person referred to in subsection (1) against any
liability incurred by the person
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(a) in the person's capacity as a director or officer of the
corporation, or
(b) in the person's capacity as a director or officer of another
body corporate if the person acts or acted in that capacity at
the corporation's request.
(5) A corporation or a person referred to in subsection (1) may
apply to the Court for an order approving an indemnity under this
section and the Court may so order and make any further order it
thinks fit.
(6) On an application under subsection (5), the Court may order
notice to be given to any interested person and that person is
entitled to appear and be heard in person or by counsel.
RSA 2000 cB-9 s124;2005 c8 s27;2021 c18 s25