Sec. 33-673. Liability of shareholders.
Sec. 33-673. Liability of shareholders. (a) A purchaser from a corporation of its
own shares is not liable to the corporation or its creditors with respect to the shares
except to pay the consideration for which the shares were authorized to be issued as
provided in section 33-672 or specified in the subscription agreement as provided in
section 33-671.
(b) Unless otherwise provided in the certificate of incorporation, a shareholder of
a corporation is not personally liable for the acts or debts of the corporation except that
he may become personally liable by reason of his own acts or conduct.
(P.A. 94-186, S. 45, 215; P.A. 96-271, S. 38, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997.
Annotations to former section 33-54:
Unpaid subscriptions of de facto corporation. 66 C. 18. Courts will be astute to defeat any scheme to avoid liability.
68 C. 29. Liability continues until stock actually transferred. 71 C. 50; 101 C. 309. Right of trustee in insolvency to enforce.
71 C. 218. On insolvency, unpaid subscriptions are a trust fund for creditors. 72 C. 658; 73 C. 377; Id., 480; 83 C. 43.
Purchase of stock from corporation as a subscription. 73 C. 480. Procedure to enforce. 78 C. 592; 107 C. 220. Relation of
stockholder to corporation as contract; changing creditors' remedies; including in call improper charges. 79 C. 163; 212
U.S. 567. Issuance of "full-paid" stock, agreement that corporation will call it in at par in satisfaction of indebtedness to
it. 82 C. 559. Acceptance of certificate of stock issued to recipient in his own name, and delivered to him, raises promise
to pay par value. 92 C. 269. Action by corporation held to be adoption of directors' contract made in violation of former
stockholder's vote. Id., 273. Cited. 107 C. 220.
Annotation to present section:
Subsec. (b):
Although one might reasonably conclude that president of the defendant corporation misapplied company assets to his
personal use and inappropriately handled company finances, his actions did not warrant application of the common-law
exception to statutory protection against personal liability. 75 CA 27.