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HomeCorporations CodeCh. 20§ 12695 Corporate Indemnification Rules

§ 12695 Corporate Indemnification Rules

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 12695 Corporate Indemnification Rules

This law says that any rule about paying back costs (indemnification) in a company's paperwork only limits what the law allows if it clearly says so. It applies to any indemnification proposal after Jan 1 1984, no matter when the event happened.

Key Takeaways

  • •Indemnification rules apply even if they are written before 1984.
  • •A limitation only works if the document says it is meant to limit indemnification.
  • •The rule works for events that happened before or after 1984.

Example

A corporation adds a clause to its bylaws that it will only reimburse executives for losses that occur after 1984.

The law says that clause can't limit the company's promise to reimburse unless the clause says it is meant to limit it.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 12695 Corporate Indemnification Rules

Section 12377 governs any proposed indemnification by a subject corporation after January 1, 1984, whether the events upon which the indemnification is based occurred before or after January 1, 1984. Any statement relating to indemnification contained in the articles or bylaws of a subject corporation shall not be construed as limiting the indemnification permitted by Section 12377, unless it is expressly stated as so intended. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

indemnificationsubject corporationSection 12377

Related Statutes

  • § 12696 Corporate Meeting Voting Rules
  • § 12697 Corporate Law Effective Date
  • § 12698 Corporate Transaction Effective Dates
  • § 12699 Involuntary Dissolution Transition Rules
  • § 12702 Corporate Continuance Election Rules

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12695.
View Official Source