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Directors and Officers (D&O) Insurance in Minnesota

Minnesota’s Business Corporation Act requires indemnification when its conduct criteria are met, including good faith, no improper personal benefit, and role-specific best-interest tests; a corporation may impose additional conditions in its articles or bylaws. For a corporate or derivative proceeding, amounts paid as indemnity or expense advances must be reported to shareholders by the next meeting. 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 Minnesota

  • Articles and Bylaws Can Add Conditions

    Minnesota’s indemnification statute permits articles or bylaws to prohibit or limit indemnity and expense advances, provided the restriction applies equally to the relevant class and does not reach earlier acts. Compare those documents with the policy’s advancement and reimbursement wording. 2

  • The Conduct Test Depends on the Service Role

    For official-capacity conduct, Minnesota requires good faith, no improper personal benefit, and a reasonable belief that the conduct served the corporation’s best interests; a criminal matter adds a no-reasonable-cause belief that conduct was unlawful. Ask how the policy treats defense costs while the company applies that test. 2

  • Derivative Indemnity Is Reported to Shareholders

    If the corporation indemnifies or advances expenses in a proceeding by or on behalf of the corporation, it must report the amount, payee, and beneficiary in writing no later than the next shareholder meeting. Confirm who handles the report and how the company tracks payments. 2

Who Regulates Insurance in Minnesota

Minnesota Department of Commerce

The Minnesota Department of Commerce regulates insurance companies and producers, reviews rates and forms, and investigates complaints. You can use its state lookup or complaint service to check a license or raise an insurance issue. 3,4,5

Surplus-lines tax and stamping office

Reported tax rate: 3% of taxable gross premiums less return premiums, plus a 0.04% stamping fee on taxable premium when Minnesota is the insured's home state When Minnesota is the insured's home state, 3% tax applies to taxable gross premiums less return premiums; the separate 0.04% stamping fee on taxable premium is paid by you to the broker. Minnesota requires a policy warning that insolvency loss payment by a nonadmitted insurer is not guaranteed. A diligent search generally applies unless a Minnesota-licensed producer unaffiliated with the surplus-lines broker refers the risk, which the statute deems unavailable from a licensed insurer; an exempt commercial purchaser also has a separate written-request route after the required admitted-market disclosure. 6,9,7,8,10

Minnesota Surplus Lines Association

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 Minnesota. 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
  • 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. 16
  • 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. 17

Questions to Ask Before You Buy in Minnesota

  1. Do our articles or bylaws cap or condition indemnification and expense advances for current insureds?
  2. How does the insurer coordinate with Minnesota’s conduct test when the company is deciding whether to indemnify?
  3. Who will report a derivative-proceeding indemnity payment or advance at the next shareholder meeting?

Directors And Officers in Minnesota: FAQ

When must a Minnesota corporation indemnify a director? 2

When the statutory criteria are met. They include good faith, no improper personal benefit, and a reasonable belief that official-capacity conduct was in the corporation’s best interests; the law also addresses criminal proceedings and expenses. 2

Must a Minnesota corporation disclose indemnification in a derivative proceeding? 2

Yes. The corporation must report the amount paid, to whom, and on whose behalf in writing no later than the next shareholder meeting. 2

Directors And Officers in Other States

Other Coverage in Minnesota

Sources

  1. Minnesota Statutes § 302A.251. Minnesota Office of the Revisor of Statutes; 2025 Minnesota Statutes, § 302A.251, director standard of conduct. Accessed 2026-09-28.
  2. Minnesota Statutes § 302A.521. Minnesota Office of the Revisor of Statutes; 2025 Minnesota Statutes, § 302A.521 subds. 2–4, 7–8, indemnity criteria, articles/bylaw limits, insurance, and shareholder disclosure. Accessed 2026-09-28.
  3. Insurance. Insurance; Insurance regulator and consumer resources. Accessed 2026-09-28.
  4. Insurance License Lookup. Insurance; State-designated producer/company search. Accessed 2026-09-28.
  5. File an Insurance Complaint. Insurance; Insurance complaint topic; filing portal, complaints line, email contact. Accessed 2026-09-28.
  6. Minn. Stat. §297I.05. Minnesota Revisor of Statutes; 3% on gross premiums less return premiums when Minnesota is insured's home state; 100% taxable in Minnesota. Accessed 2026-09-28.
  7. Instructions for 2026 Semiannual Stamping Fee Report. Minnesota Surplus Lines Association; 2026 report p.1, lines 82–94: stamping fee rate .0004 (0.04%) of policy premium for transactions effective on or after October 1, 2016; current report linked from the association's 2026 site. Accessed 2026-09-28.
  8. Minn. Stat. §60A.207. Minnesota Revisor of Statutes; 2025 text, lines 250–255: policy notice states insurer is not otherwise licensed in Minnesota and insolvency loss payment is not guaranteed. Accessed 2026-09-28.
  9. Minn. Stat. §297I.01. Minnesota Revisor of Statutes; Definition of gross premiums for nonadmitted insurance includes fees, assessments and other consideration, with stamping fee and operating assessment exclusions. Accessed 2026-09-28.
  10. Minnesota Statutes 2025, §60A.201. Minnesota Revisor of Statutes; 2025 Minn. Stat. §60A.201 subd.1 (admitted-market restriction); subd.5 (ECP disclosure and subsequent written request); subd.6 (risk referred by unaffiliated Minnesota-licensed producer deemed unavailable). Amendments listed through 2025. Accessed 2026-09-28.
  11. Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  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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