§ 33-673 — 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 as provided in section 33-672 or specified in the subscription agreement as provided in section 33-671. (b) Unless otherwise provided in the certificate of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

Legislative History

(P.A. 94-186, S. 45, 215; P.A. 96-271, S. 38, 254.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997. Subsec. (b): Although one might reasonably conclude that president of defendant corporation misapplied company assets to his personal use and inappropriately handled company finances, his actions did not warrant application of common-law exception to statutory protection against personal liability. 75 CA 27.