2018 Code of Virginia
Title 13.1 - Corporations
Chapter 9 - Virginia Stock Corporation Act
§ 13.1-644. Liability for shares issued before payment
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 § 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 without knowledge that the consideration determined for the shares pursuant to § 13.1-643 or specified in the subscription agreement pursuant to § 13.1-642 has not been paid is not personally liable for any unpaid portion of the consideration, but the initial transferor remains liable therefor.
C. An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not, in any event, be personally liable to the corporation as transferee of a purchaser from the corporation of its own shares but the estate of the purchaser and his assets in the hands of such personal representative shall be so liable.
D. No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.
Code 1950, §§ 13-97, 13.1-22; 1956, c. 428; 1975, c. 500; 1985, c. 522.
