                                 CODE OF VIRGINIA

LIABILITY OF SHAREHOLDERS AND OTHERS (§ 13.1-644)

A. A purchaser from a corporation of the corporation&#8217;s own shares is not
liable to the corporation or the corporation&#8217;s creditors with respect to
the shares except to pay the consideration for which the shares were authorized
to be issued as provided in &#xA7; 13.1-643 or specified in the subscription
agreement.

B. A person who becomes a transferee of shares in good faith and without
knowledge that the consideration determined for the shares pursuant to &#xA7;
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. 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&#8217;s own shares but the estate of the purchaser and the
purchaser&#8217;s assets in the hands of such personal representative shall be
so liable.

D. 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 &#xA7; 13.1-619.

E. No pledgee or other holder of shares as collateral security shall be
personally liable as a shareholder.

HISTORY: Code 1950, §§ 13-97, 13.1-22; 1956, c. 428; 1975, c. 500; 1985, c.
522; 2019, c. 734.