17-6412.   Liability of stockholder or subscriber forstock not paid in full; limitations of time.(a) When the whole of the consideration payable for shares of a corporation hasnot been paid in, and the assets shall be insufficient to satisfy the claims ofits creditors, each holder of or subscriber for such shares shall be bound topay on each share held or subscribed for by such holder or subscriber the sumnecessary to complete the amount of the unpaid balance of the consideration forwhich such shares were issued or are to be issued by the corporation.

      (b)   The amounts which shall be payable as provided in subsection (a) of thissection may be recovered as provided in K.S.A. 17-7101, and amendments thereto,after a writ of execution against the corporation has been returned unsatisfiedas provided in such section.

      (c)   Any person becoming an assignee or transferee of shares or of asubscription for shares in good faith and without knowledge or noticethat the full consideration therefor has not been paid shall not be personallyliable for any unpaid portion of such consideration, but the transferor shallremain liable therefor.

      (d)   No person holding shares in any corporation as collateral security shallbe personally liable as a stockholder, but the person pledging such sharesshall be considered the holder thereof and shall be so liable. No executor,administrator, guardian, trustee or other fiduciary shall be personally liableas a stockholder, but the estate or funds held by such executor, administrator,guardian, trustee or other fiduciary in such fiduciary capacityshall be so liable.

      (e)   Commencing with the date of issuance of the stock or the date of thesubscription upon which the assessment is sought, the limitation of timeprescribed by K.S.A. 60-511, and amendments thereto, shall be applicable to anyliability asserted under this section or under K.S.A. 17-7101,and amendments thereto.

      (f)   In any action by a receiver or trustee of an insolvent corporation or bya judgment creditor to obtain an assessment under this section, any stockholderor subscriber for stock of the insolvent corporation may appear and contest theclaim or claims of such receiver or trustee.

      History:   L. 1972, ch. 52, § 39;L. 2004, ch. 143, § 17; Jan. 1, 2005.