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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 6. SHARES AND DISTRIBUTIONS · Part 2. ISSUANCE OF SHARES

14-2-622. Liability of shareholders.

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Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Code Section 14-2-621) or specified in the subscription agreement (Code Section 14-2-620).#

  2. (b)

    Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debt of the corporation except that he may become personally liable by reason of his own acts or conduct.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-622, enacted by Ga. L. 1988, p. 1070, § 1.

Law reviews

For article, ‘‘Liability Limbo: Are Incorporated Lawyers in Georgia Really Free from Personal Liability When Their Fellow Shareholders Misbe-have?,’’ see 15 Ga. St. U. L. Rev. 1047 (1999).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, page 122; merge action: carried; file SHA-256 f2fad2b71b39.