§ 7-1.2-612 - Liability of subscribers and shareholders.
SECTION 7-1.2-612
§ 7-1.2-612 Liability of subscribers andshareholders. – (a) A holder of or subscriber to shares of a corporation is under no obligationto the corporation or its creditors with respect to the shares other than theobligation to pay to the corporation the unpaid portion of the considerationfor which the shares were issued or to be issued, which in no event may be lessthan the amount of the consideration for which the shares could be lawfullyissued.
(b) Any person becoming an assignee or transferee of sharesor of a subscription for shares in good faith and without knowledge or noticethat the full consideration for the shares has not been paid is not personallyliable to the corporation or its creditors for any unpaid portion of theconsideration. An executor, administrator, conservator, guardian, trustee,assignee for the benefit of creditors or receiver is not personally liable tothe corporation as a holder of or subscriber to shares of a corporation but theestate and funds in his or her hands are so liable.
(c) No pledgee or other holder of shares as collateralsecurity is personally liable as a shareholder.