Michigan Compiled Laws
284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)
Section 450.1317 - Liability of Purchaser, Holder, Subscriber, Assignee, Transferee, Pledgee, or Shareholder.

Sec. 317.
(1) 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 to be issued.
(2) A person holding stock in a fiduciary or representative capacity is not personally liable to the corporation as the holder of or subscriber for shares of a corporation but the estate and funds in his or her hands are liable to the corporation.
(3) A person becoming an assignee, transferee, or pledgee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration has not been paid is not liable to the corporation or its creditors for any unpaid portion of the consideration, but the original holder or subscriber and any assignee or transferee before an assignment or transfer to a person taking in good faith and without knowledge or notice remains liable.
(4) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989

Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)

284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)

Section 450.1301 - Issuance and Classes of Shares; Rights, Preferences, and Limitations.

Section 450.1301a - Amendment Deleting Reference to Par Value.

Section 450.1302 - Class of Shares; Division and Issuance in Series; Rights and Preferences; Certificate; Resolution Eliminating Class or Series of Shares; Subsequent Resolution.

Section 450.1303 - Convertible Shares and Bonds; Increase in Shares to Satisfy Conversion Privileges.

Section 450.1304 - Convertible Shares and Bonds; Conditions to Issuance; Disposition of Convertible Bonds or Shares.

Section 450.1304a - Redeemable Shares.

Section 450.1305 - Subscription for Shares.

Section 450.1306 - Subscription for Shares; Payment; Call; Security Interest.

Section 450.1307 - Subscription Agreement; Default in Payment; Rights and Duties of Corporation.

Section 450.1308 - Cancellation of Shares Upon Rescission of Subscription.

Section 450.1311, 450.1313 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1314 - Reservation of Powers to Shareholders; Consideration for Authorized Issuance of Shares; Determination of Adequacy; Shares Fully Paid and Nonassessable; Rights and Privileges of Subscriber.

Section 450.1315 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1317 - Liability of Purchaser, Holder, Subscriber, Assignee, Transferee, Pledgee, or Shareholder.

Section 450.1321 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1327 - Expenses of Organization and Reorganization; Expenses of Sale or Underwriting of Shares.

Section 450.1331 - Share Certificates.

Section 450.1332 - Share Certificates; Contents.

Section 450.1334 - Share Certificates; Loss or Destruction; Bond.

Section 450.1335 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1336 - Issuance or Transfer of Shares Without Certificates; Statement.

Section 450.1338 - Fractions of Share or Scrip.

Section 450.1341 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1341a - Issuance of Shares Pro Rata and Without Consideration; Share Dividend.

Section 450.1342 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1342a - Rights, Options, or Warrants.

Section 450.1343 - Preemptive Rights.

Section 450.1344 - Acquisition of Own Shares by Corporation; Shares as Authorized but Unissued; Reducing Number of Authorized Shares if Reissuance Prohibited; Restriction on Acquisition.

Section 450.1345 - Distributions to Shareholders; Record Date for Determining Entitlement; Prohibited Distribution; Determination; Measuring Effect of Distribution; Indebtedness to Shareholder; Obligation to Make Future Payments; Enforceability of Gu...

Section 450.1351-450.1367 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1368 - Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997.

Section 450.1371-450.1381 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1391 - Inspection and Voting Rights of Bondholders; Facsimile Signatures.

Section 450.1392 - Chapter Inapplicable to Distributions in Dissolution.