§ 351.275 — Limitation of shareholder's obligation to corporation or its creditors.

Missouri § 351.275

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 351: General and Business Corporations

Text

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.

Legislative History

(RSMo 1939 § 5350, A.L. 1943 p. 410 § 24) Prior revisions: 1929 § 4945; 1919 § 10156; 1909 § 3351 (1973) Where plaintiff's husband purchased stock and it was issued to plaintiff and her husband as tenants by the entirety, plaintiff was a person to whom the stock was issued and not a "transferee" under the portion of the statute that exempts a transferee without notice from any obligation for unpaid portion of consideration. Gum v. St. Joseph Foods, Inc. (A.), 495 S.W.2d 106.