{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-644.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-644.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-644.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-644.html"}],"law_id":55791,"edition_id":1,"section_id":55791,"structure_id":14429,"section_number":"13.1-644","catch_line":"Liability of shareholders and others","history":"Code 1950, \u00a7\u00a7 13-97, 13.1-22; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nA purchaser from a corporation of the corporation’s own shares is not liable to the corporation or the corporation’s creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued as provided in § 13.1-643 or specified in the subscription agreement.B\n\nA person who becomes a transferee of shares in good faith and without knowledge that the consideration determined for the shares pursuant to § 13.1-643 or specified in the subscription agreement has not been paid is not personally liable for any unpaid portion of the consideration, but the initial transferor remains liable therefor.C\n\nAn executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not, in any event, be personally liable to the corporation as transferee of a purchaser from the corporation of the corporation’s own shares but the estate of the purchaser and the purchaser’s assets in the hands of such personal representative shall be so liable.D\n\nA shareholder is not personally liable for any liabilities of the corporation, including liabilities arising from the acts of the corporation, except to the extent provided in a provision of the articles of incorporation permitted by subdivision B 3 (e) of § 13.1-619.E\n\nNo pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.","order_by":null,"text":{"0":{"id":204387,"text":"A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or the corporation’s creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued as provided in § 13.1-643 or specified in the subscription agreement.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":204388,"text":"A person who becomes a transferee of shares in good faith and without knowledge that the consideration determined for the shares pursuant to § 13.1-643 or specified in the subscription agreement has not been paid is not personally liable for any unpaid portion of the consideration, but the initial transferor remains liable therefor.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":204389,"text":"An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not, in any event, be personally liable to the corporation as transferee of a purchaser from the corporation of the corporation’s own shares but the estate of the purchaser and the purchaser’s assets in the hands of such personal representative shall be so liable.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":204390,"text":"A shareholder is not personally liable for any liabilities of the corporation, including liabilities arising from the acts of the corporation, except to the extent provided in a provision of the articles of incorporation permitted by subdivision B 3 (e) of § 13.1-619.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":204391,"text":"No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":14429,"edition_id":1,"name":"Shares and Distributions","identifier":"7","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:48:07","date_modified":"2026-06-26 03:48:07","permalink":{"id":150975,"object_type":"structure","relational_id":14429,"identifier":"7","token":"13.1\/9\/7","url":"\/13.1\/9\/7\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":61821,"structure_id":14429,"section_number":"13.1-638","catch_line":"Authorized shares","url":"\/13.1-638\/","token":"13.1\/9\/7\/13.1-638","metadata":false},{"id":77802,"structure_id":14429,"section_number":"13.1-639","catch_line":"Terms of class or series determined by board of directors","url":"\/13.1-639\/","token":"13.1\/9\/7\/13.1-639","metadata":false},{"id":68083,"structure_id":14429,"section_number":"13.1-640","catch_line":"Issued and outstanding shares","url":"\/13.1-640\/","token":"13.1\/9\/7\/13.1-640","metadata":false},{"id":77913,"structure_id":14429,"section_number":"13.1-641","catch_line":"Fractional shares","url":"\/13.1-641\/","token":"13.1\/9\/7\/13.1-641","metadata":false},{"id":67292,"structure_id":14429,"section_number":"13.1-642","catch_line":"Subscription for shares before incorporation","url":"\/13.1-642\/","token":"13.1\/9\/7\/13.1-642","metadata":false},{"id":71847,"structure_id":14429,"section_number":"13.1-643","catch_line":"Issuance of shares","url":"\/13.1-643\/","token":"13.1\/9\/7\/13.1-643","metadata":false},{"id":55791,"structure_id":14429,"section_number":"13.1-644","catch_line":"Liability of shareholders and others","url":"\/13.1-644\/","token":"13.1\/9\/7\/13.1-644","metadata":false},{"id":70669,"structure_id":14429,"section_number":"13.1-645","catch_line":"Share dividends","url":"\/13.1-645\/","token":"13.1\/9\/7\/13.1-645","metadata":false},{"id":56676,"structure_id":14429,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","url":"\/13.1-646\/","token":"13.1\/9\/7\/13.1-646","metadata":false},{"id":73099,"structure_id":14429,"section_number":"13.1-647","catch_line":"Form and content of certificates evidencing shares","url":"\/13.1-647\/","token":"13.1\/9\/7\/13.1-647","metadata":false},{"id":70031,"structure_id":14429,"section_number":"13.1-648","catch_line":"Shares without certificates","url":"\/13.1-648\/","token":"13.1\/9\/7\/13.1-648","metadata":false},{"id":82414,"structure_id":14429,"section_number":"13.1-649","catch_line":"Restriction on transfer of shares and other securities","url":"\/13.1-649\/","token":"13.1\/9\/7\/13.1-649","metadata":false},{"id":63259,"structure_id":14429,"section_number":"13.1-650","catch_line":"Expense of issue","url":"\/13.1-650\/","token":"13.1\/9\/7\/13.1-650","metadata":false},{"id":70896,"structure_id":14429,"section_number":"13.1-651","catch_line":"Shareholders' preemptive rights","url":"\/13.1-651\/","token":"13.1\/9\/7\/13.1-651","metadata":false},{"id":64739,"structure_id":14429,"section_number":"13.1-652","catch_line":"Corporation's acquisition of its own shares","url":"\/13.1-652\/","token":"13.1\/9\/7\/13.1-652","metadata":false},{"id":80786,"structure_id":14429,"section_number":"13.1-653","catch_line":"Distributions to shareholders","url":"\/13.1-653\/","token":"13.1\/9\/7\/13.1-653","metadata":false}],"previous_section":{"id":71847,"structure_id":14429,"section_number":"13.1-643","catch_line":"Issuance of shares","url":"\/13.1-643\/","token":"13.1\/9\/7\/13.1-643","metadata":false},"next_section":{"id":70669,"structure_id":14429,"section_number":"13.1-645","catch_line":"Share dividends","url":"\/13.1-645\/","token":"13.1\/9\/7\/13.1-645","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-644\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1975, chapter 500; in 1985, chapter 522; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":71847,"section_number":"13.1-643","catch_line":"Issuance of shares","order_by":null,"url":"\/13.1-643\/"}],"permalink":{"id":151001,"object_type":"law","relational_id":55791,"identifier":"13.1-644","token":"13.1\/9\/7\/13.1-644","url":"\/13.1-644\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-644\/","token":"13.1\/9\/7\/13.1-644","dublin_core":{"Title":"Liability of shareholders and others","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-644","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A purchaser from a corporation<\/span> of the corporation<\/span>’s own shares<\/span> is not liable to the corporation<\/span> or the corporation<\/span>’s creditors<\/span> with respect to the shares<\/span> except to pay the consideration for which the shares<\/span> were authorized to be issued as provided in § 13.1-643<\/a> or specified in the subscription agreement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A person<\/span> who becomes a transferee of shares<\/span> in good faith and without knowledge that the consideration determined for the shares<\/span> pursuant to § 13.1-643<\/a> or specified in the subscription agreement has not been paid is not personally liable for any unpaid portion of the consideration, but the initial transferor remains liable therefor. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors<\/span>, or receiver shall not, in any event, be personally liable to the corporation<\/span> as transferee of a purchaser from the corporation<\/span> of the corporation<\/span>’s own shares<\/span> but the estate of the purchaser and the purchaser’s assets<\/span> in the hands of such personal representative shall be so liable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A shareholder<\/span> is not personally liable for any liabilities of the corporation<\/span>, including liabilities arising from the acts of the corporation<\/span>, except to the extent provided in a provision of the articles of incorporation<\/span> permitted by subdivision B 3 (e) of § 13.1-619<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> No pledgee or other holder of shares<\/span> as collateral<\/span> security shall be personally liable as a shareholder<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIABILITY OF SHAREHOLDERS AND OTHERS (\u00a7 13.1-644)\n\nA. A purchaser from a corporation of the corporation’s own shares is not\nliable to the corporation or the corporation’s creditors with respect to\nthe shares except to pay the consideration for which the shares were authorized\nto be issued as provided in § 13.1-643 or specified in the subscription\nagreement.\n\nB. A person who becomes a transferee of shares in good faith and without\nknowledge that the consideration determined for the shares pursuant to §\n13.1-643 or specified in the subscription agreement has not been paid is not\npersonally liable for any unpaid portion of the consideration, but the initial\ntransferor remains liable therefor.\n\nC. An executor, administrator, conservator, guardian, trustee, assignee for the\nbenefit of creditors, or receiver shall not, in any event, be personally liable\nto the corporation as transferee of a purchaser from the corporation of the\ncorporation’s own shares but the estate of the purchaser and the\npurchaser’s assets in the hands of such personal representative shall be\nso liable.\n\nD. A shareholder is not personally liable for any liabilities of the\ncorporation, including liabilities arising from the acts of the corporation,\nexcept to the extent provided in a provision of the articles of incorporation\npermitted by subdivision B 3 (e) of § 13.1-619.\n\nE. No pledgee or other holder of shares as collateral security shall be\npersonally liable as a shareholder.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-97, 13.1-22; 1956, c. 428; 1975, c. 500; 1985, c.\n522; 2019, c. 734.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}