2006 Code of Virginia § 13.1-644 - Liability for shares issued before payment

13.1-644. Liability for shares issued before payment.

A. A purchaser from a corporation of its own shares is not liable to thecorporation or its creditors with respect to the shares except to pay theconsideration for which the shares were authorized to be issued as providedin 13.1-643 or specified in the subscription agreement under 13.1-642.

B. A person who becomes a transferee of shares in good faith and withoutknowledge that the consideration determined for the shares pursuant to 13.1-643 or specified in the subscription agreement pursuant to 13.1-642has not been paid is not personally liable for any unpaid portion of theconsideration, but the initial transferor remains liable therefor.

C. An executor, administrator, conservator, guardian, trustee, assignee forthe benefit of creditors, or receiver shall not, in any event, be personallyliable to the corporation as transferee of a purchaser from the corporationof its own shares but the estate of the purchaser and his assets in the handsof such personal representative shall be so liable.

D. No pledgee or other holder of shares as collateral security shall bepersonally liable as a shareholder.

(Code 1950, 13-97, 13.1-22; 1956, c. 428; 1975, c. 500; 1985, c. 522.)