1. A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which said shares were issued or to be issued. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.

2. No person holding shares as executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall be personally liable as a shareholder, but the estate and funds in the hands of said executor, administrator, conservator, guardian, trustee, assignee, or receiver shall be so liable. No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.

Terms Used In Missouri Laws 351.275

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Executor: A male person named in a will to carry out the decedent
  • Executor: includes administrator where the subject matter applies to an administrator. See Missouri Laws 1.020
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Guardian: if used in a section in a context relating to property rights or obligations, means conservator of the estate as defined in chapter 475. See Missouri Laws 1.020
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: includes , without limitation, an individual, a foreign or domestic corporation whether not for profit or for profit, a partnership, a limited liability company, an unincorporated society or association, two or more persons having a joint or common interest, or any other entity. See Missouri Laws 351.015
  • Shareholder: means one who is a holder of record of shares in a corporation. See Missouri Laws 351.015
  • Subscriber: means one who subscribes for shares in a corporation, whether before or after incorporation. See Missouri Laws 351.015
  • Trustee: A person or institution holding and administering property in trust.
  Previous section
Next section  
 Chapter 351 Contents