Print

The Vermont Statutes Online



Title

11A

:
Vermont Business Corporations






Chapter

006

:
SHARES AND DISTRIBUTIONS






Subchapter

002
:
ISSUANCE OF SHARES










 

§

6.22. 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 (section 6.21) or specified in the

subscription agreement (section 6.20).

(b) A

shareholder of a corporation is not personally liable for the acts or debts of

the corporation except that he or she may become personally liable by reason of

his or her own acts or conduct.

(c) Any person

becoming an assignee or transferee of shares or of a subscription for shares in

good faith and without knowledge or notice that the full consideration therefor

has not been paid shall not be personally liable to the corporation or its

creditors for any unpaid portion of such consideration.

(d) An executor,

administrator, conservator, guardian, trustee, assignee for the benefit of

creditors, or receiver shall not be personally liable to the corporation as a

holder of or subscriber to shares of a corporation but the estate and funds in

his or her hands shall be liable to the corporation as a holder of or

subscriber to the shares of a corporation.

(e) No pledgee

or other holder of shares as collateral security shall be personally liable as

a shareholder. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)