2005 Connecticut Code - 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:

      On insolvency, unpaid subscriptions are a trust fund for creditors. 72 C. 658; 73 C. 377; 83 C. 43; 73 C. 480. Unpaid subscriptions of de facto corporation. 66 C. 18. Right of trustee in insolvency to enforce. 71 C. 218. Procedure to enforce. 78 C. 592; 107 C. 220. 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. Issuance of "full-paid" stock, agreement that corporation will call it in at par in satisfaction of indebtedness to it. 82 C. 559. Purchase of stock from corporation as a subscription. 73 C. 480. Relation of stockholder to corporation as contract; changing creditors' remedies; including in call improper charges. 79 C. 163; 212 U.S. 567. 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.