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

For Vermont business corporations, a government proceeding adds an indemnification test: the director must have no reasonable cause to think the conduct unlawful and no final finding of a reckless or intentional unlawful act, alongside the baseline good-faith standard. First identify the organization’s legal form and incorporation jurisdiction; Vermont’s separate nonprofit code and business-corporation code should not be assumed to govern every organization operating here.

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 Vermont?

Government Proceedings Use A Separate Test
A Vermont business corporation may indemnify a director in a proceeding brought by a government entity only if the director had no reasonable cause to believe the conduct was unlawful and is not finally found to have acted recklessly or intentionally unlawfully. Ask how the proposed policy treats defense of regulatory investigations and whether the organization and each named leader are insured. ¹
Derivative Indemnity Can Be Expense Only
If a director is adjudged liable to the corporation in a derivative proceeding, ordinary statutory indemnity is barred; otherwise, indemnity in a corporate-right proceeding is limited to reasonable expenses. A court may still order expense indemnity when fair and reasonable, so compare the charter and advancement process with the policy’s defense-cost wording. ^1,³
Insurance Authority Is Separate From Indemnity
Vermont’s business-corporation statute authorizes a corporation to buy insurance for directors and officers even when it could not indemnify the same liability. That permission does not promise payment under a policy; ask whether the insurer pays defense costs directly or reimburses the company after it advances them. ²
Nonprofit Boards Have A Separate Chapter
Vermont’s nonprofit corporations have a separate Title 11B indemnification subchapter, including its own derivative-proceeding and insurance provisions. If your organization is a nonprofit corporation, identify that status in the application and review the correct governing documents instead of relying on the business-corporation rules. ⁴

Which D&O Insurance Providers Have Vermont 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 Vermont. 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. ¹¹
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. ¹²
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. ¹⁵
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. ¹⁶
Vouch lists directors and officers insurance in its technology-company programs.

Who Regulates Insurance in Vermont?

Vermont Department of Financial Regulation

The Vermont Department of Financial Regulation administers Vermont insurance laws, oversees insurers and insurance producers within its authority, and provides regulatory and consumer resources. You can use the department's complaint process to raise an insurance issue and its licensing resources to check insurance professionals. ^5,^6,⁷

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

Surplus-Lines Tax and Stamping Office in Vermont

Reported tax rate. 3% of premium ^8,⁹

The NAIC's state chart lists a 3% of premium charge for surplus-lines coverage for Vermont (the chart's state entries were reviewed in October 2025). Your broker may collect the applicable amount with the premium. Surplus-lines insurers are not licensed in the state and generally are outside state guaranty-association protection; ask your broker to explain the insurer's financial protections and any diligent-search requirement that applies to your placement.

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

Does this quote cover directors and officers named in a Vermont government investigation, and which regulatory-defense exclusions or sublimits apply?
If the company cannot indemnify a director in a derivative case, when can the insurer pay defense bills and whose consent is required?
Are our nonprofit or foreign-corporation status and the state where we incorporated reflected in the application and policy?

D&O Insurance in Vermont: Frequently Asked Questions

Is D&O insurance required for Vermont corporations?

No. Vermont’s business-corporation statute permits a corporation to buy insurance for directors and officers, but the cited statute does not require it. Ask your broker to confirm whether your organization’s own charter, contract, or lender terms create a separate requirement. ²

Can a Vermont company indemnify a director in a government investigation?

Sometimes. A business corporation must meet the baseline good-faith and best-interests or not-opposed standard, plus the government-proceeding test: no reasonable cause to believe the conduct unlawful and no final finding of a reckless or intentional unlawful act. Policy response is a separate question. ¹

Sources for D&O Insurance in Vermont

1
11A V.S.A. § 8.51, Authority to Indemnify. Vermont General Assembly, Vermont Statutes Online; Title 11A, Chapter 8, Subchapter 5, § 8.51(a), (d)–(e); page says it includes 2025 session actions. Accessed 2026-09-28.
2
11A V.S.A. § 8.57, Insurance. Vermont General Assembly, Vermont Statutes Online; Title 11A, Chapter 8, Subchapter 5, § 8.57. Accessed 2026-09-28.
3
11A V.S.A. § 8.54, Court-Ordered Indemnification. Vermont General Assembly, Vermont Statutes Online; Title 11A, Chapter 8, Subchapter 5, § 8.54(2): fair-and-reasonable relief and expense limit after adjudged liability. Accessed 2026-09-28.
4
11B V.S.A. § 8.51, Authority to Indemnify. Vermont General Assembly, Vermont Statutes Online; Title 11B, Chapter 8, Subchapter 5, § 8.51(a), (d)–(e). Accessed 2026-09-28.
5
Vermont Department of Financial Regulation. Vermont Department of Financial Regulation; Official regulator website; insurance oversight and consumer/professional resources. Accessed 2026-09-28.
6
Insurance Department Directory. National Association of Insurance Commissioners; Vermont Department of Financial Regulation entry; official contact and website listing. Accessed 2026-09-28.
7
Licensing Center. National Insurance Producer Registry; State producer licensing and lookup resources. Accessed 2026-09-28.
8
Surplus Lines Insurance Premium Taxes. National Association of Insurance Commissioners; VT row; state surplus-lines premium-tax rate reviewed October 2025. Accessed 2026-09-28.
9
Guaranty Associations & Funds. National Association of Insurance Commissioners; Coverage of claims from insolvencies of insurers licensed in a state; surplus-lines insurers are nonadmitted. 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
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.
16
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 Vermont?

What Is D&O Insurance?

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

Government Proceedings Use A Separate Test

Derivative Indemnity Can Be Expense Only

Insurance Authority Is Separate From Indemnity

Nonprofit Boards Have A Separate Chapter

Which D&O Insurance Providers Have Vermont License Records?

Coalition

Corgi

TechInsurance

Vouch