§ 12:1-622 — Liability of shareholders

§1-622. 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 pursuant to R.S. 12:1-621 or specified in the subscription
agreement pursuant to R.S. 12:1-620.
B. A shareholder of a corporation is not personally liable for the acts or debts of the
corporation.
C. A shareholder who receives a distribution in excess of what may be authorized
and made pursuant to R.S. 12:1-640(A) shall be personally liable to the corporation, or to
creditors of the corporation, or both, for an amount not exceeding, in the aggregate, the
excess amount received by that shareholder.
D. A proceeding to enforce the liability of a shareholder under Subsection C of this
Section is subject to a peremptive period of two years measured from the relevant one of the
following dates:
(1) The date on which the effect of the distribution was to be measured under R.S.
12:1-640(E) or (G), to the extent that the distribution is alleged to have been unlawful under
R.S. 12:1-640(C).
(2) The date as of which the distribution first violated a restriction in the articles of
incorporation, to the extent that the distribution is alleged to have been unlawful because it
violated a restriction in the articles of incorporation.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.