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Directors and Officers (D&O) Insurance in Delaware

Delaware corporations may indemnify directors and officers under conditions in 8 Del. C. § 145, while charter exculpation under § 102(b)(7) has statutory limits. Compare the company’s charter and indemnification agreements with the policy, especially for officer claims and securities allegations. These provisions concern Delaware business corporations; identify each insured entity’s legal form and incorporation jurisdiction before relying on them. 1,2

What Is Directors And Officers?

D&O insurance can help pay covered defense costs and losses from claims against company leaders over management decisions. If your organization has a board or executives, check whether the company itself is insured and whether legal bills reduce the limit. Read the national Directors and officers guide.

What to Watch for in Delaware

  • Indemnification Depends on the Claim

    Section 145 distinguishes third-party proceedings from suits brought by or in the right of the corporation, and sets good-faith conditions for indemnification. Ask whether the proposed policy responds when Delaware law or your company documents do not require the company to reimburse a leader. 1

  • Officer Exculpation Has Limits

    A Delaware charter may exculpate only specified officers who consented to service under 10 Del. C. § 3114(b), and only for monetary fiduciary-duty claims owed to the corporation or stockholders. The provision cannot cover officer derivative claims or listed conduct such as loyalty breaches, bad faith, knowing legal violations, or improper benefits; compare the remaining insured persons and claims with the policy terms. 2,5

  • LLC Indemnity Follows the Agreement

    Delaware’s LLC Act gives the company power to indemnify members and managers subject to standards and restrictions in its LLC agreement. If your group includes Delaware LLCs, list each entity and ask how the policy treats its managers and members. 3

  • Private Offering Claims Need Their Own Review

    Delaware Rule 503 sets conditions for an accredited-investor exemption, including a notice filing after the first in-state sale. If your company is raising capital, ask how the D&O policy treats claims tied to that offering and whether defense costs share the limit. 4

Who Regulates Insurance in Delaware

Delaware Department of Insurance

The Delaware Department of Insurance licenses and regulates insurers and insurance producers, reviews regulated insurance activity, and handles complaints. Its consumer division can help you raise an insurance concern and its services page links to official license searches. 6,7,8

Surplus-lines tax and stamping office

Reported tax rate: 3% of gross premium, less return premium, when Delaware is the home state When Delaware is the insured’s home state, its 3% surplus-lines premium tax applies to the entire premium of a multistate policy, less returned premiums and excluding federal and state taxes and examination fees. Ask the surplus-lines broker to confirm the home-state determination and tax calculation, and separately explain how exposures are allocated in the required reports; those allocations do not reduce the premium subject to Delaware’s tax. 9,10

Providers With Documented State Licenses

These providers publish a national listing for Directors and officers; the state records document licenses for the entities and roles shown below. Some records rely on company-reported information rather than independent regulator verification. A national listing does not confirm the product is available in Delaware. Check the regulator’s license lookup and confirm state availability for your business when requesting a quote.

  • CoalitionCoalition Insurance Solutions, Inc.Insurance producer, Surplus-lines broker · checked 2026-09-28Coalition’s license page lists producer and surplus-lines licenses for Coalition Insurance Solutions, Inc. in all 50 states and the District of Columbia. The page separately lists insurers; this record covers the brokerage entity only. 12
  • CorgiCorgi Insurance Services, Inc.Insurance producer · checked 2026-09-28Corgi’s company producer-license table lists 50 jurisdictions: 49 states and the District of Columbia, including DC license 3003091619. New Mexico does not appear in the table and is not included here; the omission does not establish that Corgi is unlicensed there. The company-reported table has no stated as-of date and does not establish product availability. 13
  • RiskCubeRiskCube Insurance Services, LLCInsurance producer · checked 2026-09-28RiskCube’s license page, effective February 11, 2026, lists property-and-casualty producer/broker licenses in California and Delaware and names NPN 21694336. The company says it is expanding its licensing footprint; no other states are listed. 16
  • TechInsuranceSpecialty Program Group LLCInsurance producer · checked 2026-09-28TechInsurance’s current licensing page names Specialty Program Group LLC / SPG Insurance Solutions and lists state license numbers, but labels Rhode Island “Individual licenses” rather than identifying a license for the named agency. RI is omitted because this disclosure does not establish agency authority there; this is a search limitation, not an assertion that the company is unlicensed. The remaining state entries are company-reported and are not an insurance product availability map. 17
  • VouchVouch Specialty Insurance Services, LLCInsurance producer, Surplus-lines broker · checked 2026-09-28Vouch’s licenses page, effective January 16, 2025, lists producer licenses in all 50 states and DC. Its separate surplus-lines table includes Idaho number 870820, while a footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses. Because those statements conflict for Idaho, this record keeps Idaho producer-only and does not treat the table number as established agency surplus-lines authority. The page is company-reported and does not establish product availability. 18

Questions to Ask Before You Buy in Delaware

  1. Does this quote insure the officers and directors named in our Delaware charter, bylaws and indemnification agreements?
  2. How does the policy respond to an officer claim that Delaware law excludes from charter exculpation?
  3. Would a claim tied to a Delaware Rule 503 offering trigger a securities exclusion or a separate sublimit?
  4. If a Delaware LLC is also an insured, which managers and members qualify as insured persons?

Directors And Officers in Delaware: FAQ

Is D&O insurance required for Delaware corporations? 1

The cited DGCL provisions authorize indemnification, expense advancement, insurance, or charter exculpation, but do not themselves require Delaware corporations generally to buy D&O insurance. Check separate licensing or contract duties that apply to your business. 1

Can a Delaware corporation exculpate its officers? 2,5

Yes, but only for specified officers who consented to service under 10 Del. C. § 3114(b), and only for monetary fiduciary-duty claims owed to the corporation or stockholders. Officer derivative claims and listed conduct exceptions remain outside the option; check the charter and the policy’s insured-person terms. 2,5

Directors And Officers in Other States

Other Coverage in Delaware

Sources

  1. Delaware General Corporation Law § 145. Delaware General Assembly; 8 Del. C. § 145(a)–(e), indemnification and insurance. Accessed 2026-09-28.
  2. Delaware General Corporation Law § 102. Delaware General Assembly; 8 Del. C. § 102(b)(7), officer eligibility, covered claims, exceptions, and prospective effect. Accessed 2026-09-28.
  3. Delaware Limited Liability Company Act § 18-108. Delaware General Assembly; 6 Del. C. § 18-108, indemnification. Accessed 2026-09-28.
  4. Delaware Securities Act Rule 503. Delaware Department of Justice, Investor Protection Unit; Rule 503, accredited-investor exemption and issuer notice. Accessed 2026-09-28.
  5. Delaware Department of Insurance. Delaware Department of Insurance; Official Department homepage and regulatory resources. Accessed 2026-09-28.
  6. Services. Delaware Department of Insurance; Department service directory links to the state insurance licensee search. Accessed 2026-09-28.
  7. Consumer Services. Delaware Department of Insurance; Complaint filing and consumer assistance; publishes Consumer Services phone. Accessed 2026-09-28.
  8. Surplus Lines Bulletin 22. Delaware Department of Insurance; Surplus Lines Bulletin 22 (October 2025; printed day is blank), reproducing 18 Del. C. § 1925: home-state tax treatment, all premium on multistate policy if Delaware is home state, 3% rate, and exclusion of federal/state taxes and examination fees from gross premium. Accessed 2026-09-28.
  9. Delaware Code, Title 18, §§1923–1925. Delaware General Assembly; §1923(a)(1),(12) home-state verification and allocation records; §1924(b)(3)–(6) separate premium reporting; §1925(b)–(c) 3% tax, deductions/exclusions and full multistate premium when Delaware is home state. Accessed 2026-09-28.
  10. Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
  11. Licenses and Carriers. Coalition; Licenses and Carriers, re-read 22 September 2026: Insurance Licenses table for Coalition Insurance Solutions, Inc., national producer number 18419475, with producer and surplus-lines numbers for all 50 states and DC including California 0L76155, Georgia 196479, Texas 2199630 and 2205589, Pennsylvania 815731 and 817452, Colorado 539028 and Wisconsin 3000108852. Insurance Carriers table naming, with NAIC numbers, Allianz Underwriters Insurance Company 36420, Arch Specialty Insurance Company 21199, Ascot Specialty Insurance Company 45055, Ascot Insurance Company 23752, Aspen Specialty Insurance Company 10717, Chaucer Insurance Company DAC, Coalition Insurance Company 29530, Fireman's Fund Indemnity Corporation 11380, Fortegra Specialty Insurance Company 16823, Lloyd's of London, MSIG Specialty Insurance USA Inc. 34886, MS Transverse Specialty Insurance Company 41807, Steadfast Insurance Company 26387, Vantage Risk Specialty Insurance Company 16275 and Zurich American Insurance Company 16535. Accessed 2026-09-22.
  12. Insurance Producer Licenses. Corgi Insurance; Current complete Insurance Producer Licenses table for Corgi Insurance Services, Inc.; 50 rows covering 49 states and DC (DC 3003091619); no New Mexico row; no NPN or as-of date shown. Accessed 2026-09-28.
  13. About Hiscox US Insurance. Hiscox; Hiscox Insurance Company Inc. NAIC 10200 as Chicago, IL domiciled insurer admitted or licensed in all 50 states and D.C.; Hiscox Inc. as general agent and Lloyd’s coverholder for Syndicates 33 and 3624; surplus-lines placements through licensed surplus-lines brokers; A.M. Best rating statement. Accessed 2026-09-16.
  14. Licenses. ERGO NEXT Insurance; Current entity-by-state license table reopened 28 September 2026: 50 rows under Next First Insurance Agency, Inc., including Washington, DC; New York rows instead list Next Insurance Services PC-1423070 and AP Intego BR-1198885. Accessed 2026-09-28.
  15. Licenses & Disclosures. RiskCube; Property & Casualty Producer/Broker Licenses; February 11, 2026 version. Accessed 2026-09-16.
  16. Insurance Licenses by State. TechInsurance; Current state table; identifies TechInsurance as a division of Specialty Program Group LLC d/b/a SPG Insurance Solutions; lists DC 3000041536 and labels Rhode Island “Individual licenses,” without an agency license number. Accessed 2026-09-28.
  17. Licenses. Vouch; Effective 16 January 2025: Vouch Specialty Insurance Services, LLC, NPN 19926463; P&C table (50 states and DC); surplus-lines table includes Idaho 870820; footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses; Idaho retained as producer-only due to conflict. Accessed 2026-09-15.

Updated .

This guide is informational and does not determine whether a policy is available or meets your needs. Editorial policy. To suggest a correction, contact Spot with a supporting source.

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