(a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent, or delegate, as provided by:
- (1) the enterprise’s governing documents;
- (2) general or specific action of the enterprise’s governing authority;
- (3) resolution of the enterprise’s owners or members;
- (4) contract; or
- (5) common law.
- (b) An enterprise shall indemnify and advance expenses to an officer to the same extent that indemnification or advancement of expenses is required under this chapter for a governing person.
- (c) A person described by subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.
- (d) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this section.
(Act 2009-513, p. 967, §52; Act 2016-379, §4.)