§ 2-215. Liability of subscribers and holders

   (a) Liability to corporation and corporate creditors. -- A stockholder or subscriber for stock of a corporation is not obligated to the corporation or its creditors with respect to the stock, except to the extent that:

   (1) The subscription price or other agreed consideration for the stock has not been paid; or

   (2) Liability is imposed under any other provision of this article.

(b) Limitation on liability of transferee, assignee, fiduciary holder, or pledgee. -- The following persons are not personally liable to the corporation or its creditors for the unpaid portion of the consideration due for stock:

   (1) A transferee or assignee who acquires stock or a subscription for stock in good faith and without knowledge or notice of the nonpayment;

   (2) A person who holds the stock as a fiduciary, although the estate in his hands is liable; and

   (3) A pledgee or other person who holds stock as security.

(c) Who may collect. -- The liability imposed by this section may be enforced only by:

   (1) The corporation; or

   (2) Its receiver or other person winding up its affairs.

HISTORY: An. Code 1957, art. 23, § 31; 1975, ch. 311, § 2.