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D&O Insurance Checklist: Directors & Officers

Board, CFO, and Specialty Broker Resource

Prepare a directors and officers (D&O) submission with a checklist for boards, CFOs, and brokers. Collect the application, latest financials, bylaws and indemnity provisions, board and officer lists, ownership or cap-table summary, and any prior D&O loss runs or known circumstances. Private-company, nonprofit, and public-company applications differ. Not insurance or legal advice; D&O forms, Side A/B/C, and exclusions are specialized—confirm current applications with a licensed specialty broker and counsel.

D&O Insurance Checklist: Directors & Officers form template preview

Key Benefits

Assemble financials the D&O market will rate on
Attach bylaws and indemnification language
List directors, officers, and ownership percentages
Disclose known claims and circumstances as the form requires
Order prior-carrier loss runs early
Separate nonprofit, private, and public application paths

Common Use Cases

Private-company D&O placementsNonprofit board coverage submissionsFirst-time D&O for a growing companyRenewals after a financing or board changeM&A or spin-off related D&O quotesSide-A DIC quotes alongside a primary tower

Frequently Asked Questions

What does D&O insurance cover?
Generally it addresses certain claims against directors and officers for alleged wrongful acts in their roles, subject to the form. Side A, B, and C and entity coverage vary. Read the policy; this checklist does not describe your coverage.
Why do underwriters want bylaws?
They review indemnification and advancement provisions, which affect how Side B (company reimbursement) responds. Inconsistent bylaws and applications cause questions.
What must be disclosed as a known circumstance?
Follow the application’s warranty questions exactly. Failure to disclose a known claim or circumstance can jeopardize coverage. Have counsel review answers on sensitive items.
Is this insurance advice?
No. D&O is a specialty line. Confirm current applications, retentions, and exclusions with a licensed broker and, for securities or insolvency risk, with counsel.

Checklist

Application

Current D&O application signed by an authorized officer
Required

Use the market’s current form, not last year’s.

Financials

Latest fiscal-year financials and interim statements if requested
Required

Audited if you have them; CPA-compiled otherwise.

Governance

Bylaws, indemnity agreements, and certificate of incorporation
Required

Highlight indemnification and advancement clauses.

People

Director and officer list with titles and outside-board roles
Required

Include advisory directors if the form asks.

Ownership

Cap table or ownership percentages of 5%+ holders if asked

Private-company forms often ask.

Claims

Prior D&O loss runs and a known-circumstances narrative
Required

Answer warranty questions with counsel if needed.

Package

Employee-count and benefit-plan information if EPL or fiduciary is packaged

Many private D&O quotes bundle management liability.

Transactions

Description of financings, M&A, or restatements in the last 12–24 months

As the application defines the look-back.