What Directors and Officers (D&O) Insurance Requirements Apply in Tennessee?

Tennessee’s appellate court has applied the “wholly successful” expense rule to require a director’s entire proceeding to end without a liability finding; it also says a dismissal with prejudice may count, depending on the claim and capacity. The court discusses the for-profit corporate statute; confirm the insured’s entity form and current code text because Tennessee’s official Code Annotated is published through Lexis.

What Is D&O Insurance?

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 Should You Watch for With D&O Insurance in Tennessee?

“Wholly Successful” Is Claim-Specific
In Sherman v. Anderson, the Tennessee Court of Appeals explained that the full proceeding must end without a liability finding for mandatory expenses under the cited director statute; a dismissal with prejudice could qualify, but the opinion examined whether the person was sued because of her corporate role. Ask how the policy handles mixed-capacity allegations and related personal conduct. ¹
Officer and Director Roles Differ
The opinion discusses § 48-18-507 as extending the successful-defense right to certain officers. Tell the broker who was formally a director, officer, or another employee and ask whether the policy’s role definitions follow those positions. ¹
Check the Code Edition and Entity Form
Tennessee directs readers to LexisNexis for the Tennessee Code Annotated and to the legislature for bills that amend it. The cited court decision addresses the for-profit corporation provisions; verify the applicable code text and whether the insured is a corporation, nonprofit, LLC, or another form. ^2,¹
Read the Indemnity Documents
In Ingram v. Sohr, the Tennessee Court of Appeals considered the company’s bylaws and held that serving as both an officer and director did not by itself defeat the indemnification right described there. Give the broker the actual bylaws and indemnity agreement, then check that the policy names the same people and capacities. ³

Which D&O Insurance Providers Have Tennessee License Records?

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

Coalition
Insurance producer, Surplus-lines broker · checked 2026-09-28
Coalition Insurance Solutions, Inc.
Coalition’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. ¹⁰
Coalition offers directors and officers liability through its executive-risks product for private and nonprofit US organizations.
Corgi
Insurance producer · checked 2026-09-28
Corgi Insurance Services, Inc.
Corgi’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. ¹¹
Corgi lists directors and officers insurance among its business insurance offerings.
TechInsurance
Insurance producer · checked 2026-09-28
Specialty Program Group LLC
TechInsurance’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. ¹⁴
TechInsurance arranges directors and officers liability insurance for small businesses.
Vouch
Insurance producer, Surplus-lines broker · checked 2026-09-28
Vouch Specialty Insurance Services, LLC
Vouch’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. ¹⁵
Vouch lists directors and officers insurance in its technology-company programs.

Who Regulates Insurance in Tennessee?

Tennessee Department of Commerce and Insurance

TDCI regulates and licenses insurance companies, agents, brokers, surplus-lines agents, and public adjusters. Its complaint process accepts complaints about agents or companies when the policy was written in Tennessee, and its property/casualty unit reviews filed policy rates, rules, and forms. ^4,^5,⁶

Website: Regulator website
License lookup: Search licensed producers
Complaints: File a complaint

Surplus-Lines Tax and Stamping Office in Tennessee

Reported tax rate. 5% of gross premium plus 0.175% SLAS transaction fee ^7,⁸

For Tennessee-home-state surplus-lines policies, TDCI lists a 5% tax on gross premium and a 0.175% SLAS transaction fee on gross premium; the agent receives an invoice and pays both through SLIP. The sources reviewed do not establish that the fee is always separately charged to the policyholder or resolve guaranty-association treatment, so ask your broker to itemize charges and review the policy notice.

What Should You Ask Before Buying D&O Insurance in Tennessee?

If one claim ends with a liability finding but another is dismissed, how does the policy handle defense costs across the whole Tennessee proceeding?
Which insureds are directors, officers, or employees, and does the wording include claims involving both a company role and personal conduct?
Which current TCA edition and entity statute did you use when comparing the company’s indemnification documents with the policy?
Can the insurer advance defense invoices before the company decides whether the person was wholly successful?

D&O Insurance in Tennessee: Frequently Asked Questions

Does Tennessee require expense indemnification after a successful defense?

For a director covered by § 48-18-503, the court describes mandatory reasonable expenses when the entire proceeding ends without a liability finding; it discusses a separate extension for certain officers. The outcome depends on the proceeding and capacity. ¹

Can a Tennessee dismissal with prejudice qualify as a successful defense?

It may. Sherman v. Anderson says a dismissal with prejudice can count, while emphasizing that success and the corporate-capacity connection are claim-specific. ¹

Sources for D&O Insurance in Tennessee

1
Sherman v. Anderson, Tennessee Court of Appeals. Tennessee Courts; Discussion of Tenn. Code Ann. §§ 48-18-503 and 48-18-507; “wholly successful” standard and mixed-capacity claim. Accessed 2026-09-28.
2
Tennessee Code Annotated access information. Tennessee Commission on Children and Youth; Official TCA access route; links to LexisNexis and Tennessee General Assembly acts. Accessed 2026-09-28.
3
Ingram v. Sohr, Tennessee Court of Appeals. Tennessee Courts; Discussion of Title 48 corporate indemnity and bylaws for a person serving as both director and officer. Accessed 2026-09-28.
4
tennessee insurance regulator. State insurance regulator; TDCI official insurance-division and consumer pages describe department scope, review units and complaint role. Accessed 2026-09-28.
5
TDCI Agent/Producer Resources. State insurance regulator; Agent Licensing Section licenses producers, business entities, surplus-lines agents, brokers, and public adjusters; page links to Verify License. Accessed 2026-09-28.
6
File an Insurance Complaint. State insurance regulator; TDCI accepts online complaints about insurers and agents only for policies written in Tennessee; third-party claimants are directed to call. Accessed 2026-09-28.
7
Surplus Lines Filing Procedures. Tennessee Department of Commerce and Insurance; Tax Payments section: 5% gross premium plus .175% of gross premium SLAS transaction fee; agents receive quarterly invoices and pay via ACH in SLIP. Accessed 2026-09-28.
8
Tennessee Public Chapter 446 (2011), T.C.A. §56-14-113. Tennessee Secretary of State; Current tax framework enacted in §56-14-113: 5% applies when Tennessee is the insured’s home state; tax collected from insured in addition to premium. Read with current TDCI filing-procedure page for current fee and SLIP handling. Accessed 2026-09-28.
9
Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
10
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.
11
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.
12
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.
13
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.
14
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.
15
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.

What Directors and Officers (D&O) Insurance Requirements Apply in Tennessee?

What Is D&O Insurance?

What Should You Watch for With D&O Insurance in Tennessee?

“Wholly Successful” Is Claim-Specific

Officer and Director Roles Differ

Check the Code Edition and Entity Form

Read the Indemnity Documents

Which D&O Insurance Providers Have Tennessee License Records?

Coalition

Corgi

TechInsurance

Vouch