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Directors and Officers (D&O) Insurance in Virginia

For a Virginia stock corporation, a director adjudged liable to the corporation in a derivative proceeding cannot receive ordinary statutory indemnity; a court may still order fair-and-reasonable indemnity, limited to expenses after that judgment. Check where your organization was incorporated and whether it is a stock or nonstock corporation: Virginia maintains separate statutes, and the Code lists revised indemnification provisions effective January 1, 2027. 1,4,3

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 Virginia

  • Derivative Claims Have A Different Indemnity Rule

    Under the current Stock Corporation Act, ordinary indemnity is restricted after a director is adjudged liable to the corporation in a derivative proceeding; a court may order indemnity when fair and reasonable, but after that adjudication it is limited to reasonable expenses. Compare that rule with the policy’s insured-person defense and advancement terms. 1,3

  • Check The Articles For Officer Limits

    Virginia’s current stock-corporation provisions generally extend director indemnity and advancement rules to an officer sued because of officer status, unless the articles limit them. Have the broker compare the actual articles and bylaws with the policy’s officer definition and any insured-versus-insured language. 2

  • Review The January 2027 Code Versions

    Virginia’s Nonstock Corporation Act displays replacement indemnification provisions effective January 1, 2027. If your insured is a nonstock corporation and its policy renews across that date, ask the broker to check the policy wording and organizational documents against the provisions effective for the relevant conduct and claim dates. 4

  • Separate Stock And Nonstock Corporations

    The cited rules come from Virginia’s Stock Corporation Act; the Nonstock Corporation Act has its own indemnification article. Identify the insured’s legal form and incorporation state on the submission so a Virginia operating address does not substitute for the entity-law analysis. 4

Who Regulates Insurance in Virginia

Virginia State Corporation Commission, Bureau of Insurance

The Virginia State Corporation Commission, Bureau of Insurance administers Virginia 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

Surplus-lines tax and stamping office

Reported tax rate: 2.25% of premium plus up to 0.1% Bureau Special Fund assessment The NAIC's state chart lists a 2.25% of premium plus up to 0.1% Bureau Special Fund assessment charge for surplus-lines coverage for Virginia (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. 8,9

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 Virginia. 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. 11
  • 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. 12
  • 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. 15
  • 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. 16

Questions to Ask Before You Buy in Virginia

  1. Do the policy’s director and officer definitions match the people and capacities covered by our articles, including an officer sued only for officer conduct?
  2. How would the policy pay defense costs if Virginia corporate law limits what the company may indemnify in a derivative action?
  3. Will our renewal or extended reporting period cross January 1, 2027, and has the broker checked the effective Code version for our entity?

Directors And Officers in Virginia: FAQ

Is D&O insurance required for Virginia corporations? 2

No. The Stock Corporation Act authorizes a corporation to purchase and maintain insurance for directors and officers but does not itself require a D&O policy. Check any separate financing or contract terms that apply to your company. 2

Can a Virginia corporation indemnify a director in a derivative lawsuit? 1,3

Only within limits. Under the current Stock Corporation Act, a court may grant fair-and-reasonable indemnity even after an adverse adjudication, but that award is limited to reasonable expenses; ordinary statutory indemnity also remains subject to the conduct standard. 1,3

Directors And Officers in Other States

Other Coverage in Virginia

Sources

  1. Virginia Code § 13.1-697, Authority to Indemnify. Virginia Legislative Information System; Current version effective until January 1, 2027, subsections A, C–D; derivative and personal-benefit restrictions. Accessed 2026-09-28.
  2. Virginia Stock Corporation Act, Chapter 9. Virginia Legislative Information System; Article 10, §§ 13.1-702–704 (officer indemnity, insurance, application); current through 2026 updates. Accessed 2026-09-28.
  3. Virginia Code § 13.1-700.1, Court Orders for Advance, Reimbursement, or Indemnification. Virginia Legislative Information System; Current stock-act text, § 13.1-700.1(A)(3): court-ordered indemnification and expense limit after adjudication. Accessed 2026-09-28.
  4. Virginia Nonstock Corporation Act, Article 9, Indemnification. Virginia Legislative Information System; Current §§ 13.1-876–883 through Dec. 31, 2026; revised versions marked effective Jan. 1, 2027. Accessed 2026-09-28.
  5. Virginia State Corporation Commission, Bureau of Insurance. Virginia State Corporation Commission, Bureau of Insurance; Official regulator website; insurance oversight and consumer/professional resources. Accessed 2026-09-28.
  6. Insurance Department Directory. National Association of Insurance Commissioners; Virginia State Corporation Commission, Bureau of Insurance entry; official contact and website listing. Accessed 2026-09-28.
  7. Surplus Lines Insurance Premium Taxes. National Association of Insurance Commissioners; VA row; state surplus-lines premium-tax rate reviewed October 2025. Accessed 2026-09-28.
  8. 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.
  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.

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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