351.275. Limitation of shareholder's obligation to corporation or its creditors. - Missouri Statutes

Limitation of shareholder's obligation to corporation or itscreditors.

351.275. 1. A holder of or subscriber to shares of acorporation shall be under no obligation to the corporation orits creditors with respect to such shares other than theobligation to pay to the corporation the full consideration forwhich said shares were issued or to be issued. Any personbecoming an assignee or transferee of shares or of a subscriptionfor shares in good faith and without knowledge or notice that thefull consideration therefor has not been paid shall not bepersonally liable to the corporation or its creditors for anyunpaid portion of such consideration.

2. No person holding shares as executor, administrator,conservator, guardian, trustee, assignee for the benefit ofcreditors, or receiver shall be personally liable as ashareholder, but the estate and funds in the hands of saidexecutor, administrator, conservator, guardian, trustee,assignee, or receiver shall be so liable. No pledgee or otherholder of shares as collateral security shall be personallyliable as a shareholder.

(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.