Texas Business Corporation Act - Article 2.21. Liability Of Subscribers And Shareholders
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Art. 2.21. Liability of Subscribers and Shareholders
A. A holder of shares, an owner of any beneficial interest in
shares, or a subscriber for shares whose subscription has been
accepted, or any affiliate thereof or of the corporation, shall be
under no obligation to the corporation or to its obligees with
respect to:
(1) such shares other than the obligation, if any, of such person to
pay to the corporation the full amount of the consideration, fixed
in compliance with Article 2.15 of this Act, for which such shares
were or are to be issued;
(2) any contractual obligation of the corporation or any matter
relating to or arising from the obligation on the basis that the
holder, owner, subscriber, or affiliate is or was the alter ego of
the corporation, or on the basis of actual fraud or constructive
fraud, a sham to perpetrate a fraud, or other similar theory, unless
the obligee demonstrates that the holder, owner, subscriber, or
affiliate caused the corporation to be used for the purpose of
perpetrating and did perpetrate an actual fraud on the obligee
primarily for the direct personal benefit of the holder, owner,
subscriber, or affiliate; or
(3) any obligation of the corporation on the basis of the failure of
the corporation to observe any corporate formality, including
without limitation: (a) the failure to comply with any requirement
of this Act or of the articles of incorporation or bylaws of the
corporation; or (b) the failure to observe any requirement
prescribed by this Act or by the articles of incorporation or bylaws
for acts to be taken by the corporation, its board of directors, or
its shareholders.
B. The liability of a holder, owner, or subscriber of shares of a
corporation or any affiliate thereof or of the corporation for an
obligation that is limited by Section A of this article is exclusive
and preempts any other liability imposed on a holder, owner, or
subscriber of shares of a corporation or any affiliate thereof or of
the corporation for that obligation under common law or otherwise,
except that nothing contained in this article shall limit the
obligation of a holder, owner, subscriber, or affiliate to an
obligee of the corporation when:
(1) the holder, owner, subscriber, or affiliate has expressly
assumed, guaranteed, or agreed to be personally liable to the
obligee for the obligation; or
(2) the holder, owner, subscriber, or affiliate is otherwise liable
to the obligee for the obligation under this Act or another
applicable statute.
C. Any person becoming an assignee or transferee of certificated
shares or of uncertificated 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 as a holder of or subscriber to shares of a
corporation, but the estate and funds in his hands shall be so
liable.
E. No pledgee or other holder of shares as collateral security shall
be personally liable as a shareholder.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1983, 68th Leg., p. 2566, ch. 442, Sec. 5, eff. Sept. 1, 1983;
Acts 1989, 71st Leg., ch. 217, Sec. 1, eff; Aug. 28, 1989; Acts
1989, 71st Leg., ch. 801, Sec. 7, eff. Aug. 28, 1989; Acts 1993,
73rd Leg., ch. 215, Sec. 2.05, eff. Sept; 1, 1993; Acts 1997, 75th
Leg., ch. 375, Sec. 7, eff; Sept; 1, 1997.
Article: 2.14 2.14-1 2.15 2.16 2.18 2.19 2.20 2.21 2.22 2.22-1 2.23 2.24 2.25 2.25-1 2.26
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Last modified: August 10, 2007
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