2011 Vermont Code
Title 11A Vermont Business Corporations
Chapter 6 SHARES AND DISTRIBUTIONS
§ 22 Liability of shareholders
§ 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.)
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