What is an Indemnification Provision and Agreement? An Indemnification Provision and Agreement are used in tandem to provide extremely valuable additional protections to Officers, Directors, Employees and other Agents of the corporation.

It is important to understand that when you form a corporation, the owners or "shareholders" of the corporation enjoy limited liability. This means that the owners of the corporation are generally only liable for their actual investment in the corporation. However, as soon as an owner steps beyond the role of a mere investor and actually engages in the active management and/or operation of the corporation as a Director, Officer or other Agent, they can expose themselves to additional liability in those roles.

As such, we strongly recommend the inclusion of an Indemnification Provision in your Articles of Incorporation and a corresponding Agreement, which would require the corporation to indemnify Directors and Officers in those circumstances.

At Spiegel & Utrera, P.A. our attorneys can include an Indemnification Provision in your Articles of Incorporation, draft an Indemnification Agreement, and prepare the Corporate Resolution and Minutes for your corporation.