N.Y. Business Corporation Law § 628
Liability of subscribers and shareholders
New York · New York Business Corporation Law · Status: effective · Effective 2014-09-22
Cite this
- Citation
- N.Y. Business Corporation Law § 628, Liability of subscribers and shareholders, New York, version 1 as recorded 2026-07-25, yourstate.us, https://yourstate.us/provision/1095232
- Permanent ID
ys:prov:1095232@1- SHA-256
ebdd46b655be6fb885d9e45471ba8a8a044c20851607902c4b64e1555601d72a
The hash is SHA-256 of this version's text, with every run of whitespace collapsed to a single space and the ends trimmed. The ID always leads back here, and checking it says whether the text you cited is still the current version.
Full text
§ 628. Liability of subscribers and shareholders.
(a) A holder of or subscriber for shares of a corporation shall be
under no obligation to the corporation for payment for such shares other
than the obligation to pay the unpaid portion of his subscription which
in no event shall be less than the amount of the consideration for which
such shares could be issued lawfully.
(b) 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 for any unpaid portion of such consideration, but the
transferor shall remain liable therefor.
(c) No person holding shares in any corporation as collateral security
shall be personally liable as a shareholder but the person pledging such
shares shall be considered the holder thereof and shall be so liable.
No executor, administrator, guardian, trustee or other fiduciary shall
be personally liable as a shareholder, but the estate and funds in the
hands of such executor, administrator, guardian, trustee or other
fiduciary shall be liable.