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Vermont Statutes Title 11 Sec. 6-22

Terms Used In Vermont Statutes Title 11 Sec. 6-22

  • 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.
  • Corporation: means public benefit and mutual benefit corporation. See
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Member: means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See

§ 6.22. Member‘s liability to third parties

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

Vermont Statutes Title 11 Sec. 6-22

Terms Used In Vermont Statutes Title 11 Sec. 6-22

  • 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
  • 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.
  • Person: includes individual and entity. See
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
  • Subscriber: means a person who subscribes for shares in a corporation, whether before or after incorporation. See
  • Trustee: A person or institution holding and administering property in trust.

§ 6.22. Liability of shareholders

(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 (section 6.21) or specified in the subscription agreement (section 6.20).

(b) A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct.

(c) 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.

(d) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not be personally liable to the corporation as a holder of or subscriber to shares of a corporation but the estate and funds in his or her hands shall be liable to the corporation as a holder of or subscriber to the shares of a corporation.

(e) No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)