2005 Minnesota Statutes - 300.27 — Stockholders, liabilities.

     300.27 Stockholders, liabilities. 


    Subdivision 1.    Personal liability.  A stockholder is 
 personally liable for corporate debts in the following cases: 


    (1) for all unpaid installments on stock owned by the 
 stockholder or transferred for the purpose of defrauding 
 creditors; 


    (2) for failure by the corporation to comply substantially 
 with the provisions as to organization and publicity; and 


    (3) for personally violating the provisions in the 
 transaction of any corporate business as officer, director, or 
 member and for fraudulent or dishonest conduct in the discharge 
 of any official duty.  


    Subd. 2.    Exceptions.  Except as provided by 
 subdivision 1, no stockholder or member of a corporation or 
 cooperative corporation or association is liable for a debt of 
 the corporation, cooperative corporation, or association.  


    Subd. 3.    Existing liabilities.  Subdivision 2 does 
 not affect a liability existing on April 18, 1931, against 
 stockholders or members of a corporation or cooperative 
 corporation or association, other than banking or trust 
 corporations or associations, or a liability existing on 
 February 15, 1955, against stockholders of a banking or trust 
 corporation or association.  After December 31, 1955, a claim 
 arising under a statute imposing double liability on 
 stockholders or members is barred.  


    HIST: (7465, 7465-1, 7465-2) RL s 2865; 1931 c 210 s 1,2; 1955 
 c 15 s 1,2; 1984 c 628 art 5 s 1; 1986 c 444