Section 2-215 - Liability of subscribers and holders. - Maryland Statutes

§ 2-215. Liability of subscribers and holders.
 

(a)  Liability to corporation and corporate creditors.- 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)  Limitation on liability of transferee, assignee, fiduciary holder, or pledgee.- 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)  Who may collect.- 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. 
 

[An. Code 1957, art. 23, § 31; 1975, ch. 311, § 2.]