The Vermont Statutes Online
Vermont Business Corporations
SHARES AND DISTRIBUTIONS
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).
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.)