(a) 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 authorized to be issued as provided in section
33-672 or specified in the subscription agreement as provided in section
33-671.
(b) Unless otherwise provided in the certificate of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.
(P.A. 94-186, S. 45, 215; P.A. 96-271, S. 38, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
Subsec. (b):
Although one might reasonably conclude that president of defendant corporation misapplied company assets to his personal use and inappropriately handled company finances, his actions did not warrant application of common-law exception to statutory protection against personal liability. 75 CA 27.
Notes of Decisions
Sturm v. Harb Dev., LLC, 2 A.3d 859 (Conn. 2010).
· cites it 2× “Compare General Statutes § 34-133 (a) (corporate veil for members of limited liability companies) with General Statutes § 33-673 (b) (corporate veil for shareholders) and General Statutes § 33-1111 (d) (corporate veil for corporate officers).”
Landry v. Spitz, 925 A.2d 334 (Conn. App. Ct. 2007).
· cites it 2× “We conclude that the court misapplied legal principles in holding the individual defendants jointly and severally hable for the contractual obligations of the corporation and, consequently, that the judgment against the individual defendants is improper and must be reversed. VI…”
KLM Indus., Inc. v. Tylutki, 815 A.2d 688 (Conn. App. Ct. 2003).
· cites it 2× “General Statutes § 33-673 (b) acts to exempt shareholders of a coiporation from personal liability and provides in relevant part that “a shareholder of a corporation is not personally liable for the acts or debts of the coiporation except that he may become personally liable by…”
Hyundai-Wai Mach. Am. Corp. v. Rouette (In re Rouette), 500 B.R. 670 (Bankr. D. Conn. 2013).
· cites it 2× “The Master-Halco court also relied on another Connecticut Superior Court decision, decided shortly after Metcojf, which both adopted the reasoning of the court in Metcojf and held further, after referring to Conn. Gen.Stat. § 33-673(b) which exempts shareholders from liability…”
Conn. Gen. Stat. § 33-673(b): 1 case
Hyundai-Wai Mach. Am. Corp. v. Rouette (In re Rouette), 500 B.R. 670 (Bankr. D. Conn. 2013).
“The Master-Halco court also relied on another Connecticut Superior Court decision, decided shortly after Metcojf, which both adopted the reasoning of the court in Metcojf and held further, after referring to Conn. Gen.Stat. § 33-673(b) which exempts shareholders from liability…”
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