Liability of subscribers and shareholders.
R.I. Gen. Laws § 7-1.2-612
in effect7-1.2-612. Liability of subscribers and shareholders.
(a) A holder of or subscriber to shares of a corporation is under no obligation to the
corporation or its creditors with respect to the shares other than the obligation
to pay to the corporation the unpaid portion of the consideration for which the shares
were issued or to be issued, which in no event may be less than the amount of the
consideration for which the shares could be lawfully issued.
(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 for the
shares has not been paid is not personally liable to the corporation or its creditors
for any unpaid portion of the consideration. An executor, administrator, conservator,
guardian, trustee, assignee for the benefit of creditors or receiver is not personally
liable to the corporation as a holder of or subscriber to shares of a corporation
but the estate and funds in his or her hands are so liable.
(c) No pledgee or other holder of shares as collateral security is personally liable as
a shareholder.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005,
ch. 130, § 1.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-6/7-1.2-612.htmFetched: 10/20/2026