§ 2-215

(a) 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) 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) 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.