Florida Statutes
Fla. Stat. § 607.0622 (2025)
Liability for shares issued before payment.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.0622 Liability for shares issued before payment.—
(1) A holder of, or subscriber to, shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which such shares were issued or to be issued. Such an obligation may be enforced by the corporation and its successors or assigns; by a shareholder suing derivatively on behalf of the corporation; by a receiver, liquidator, or trustee in bankruptcy of the corporation; or by another person having the legal right to marshal the assets of such corporation.
(2) 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 therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration, but the assignor or transferor shall continue to be liable therefor.
(3) No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder, but the pledgor or other person transferring such shares as collateral shall be considered the holder thereof for purposes of liability under this section.
(4) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, receiver, or other fiduciary shall not be personally liable to the corporation as a holder of, or subscriber to, shares of a corporation, but the estate and funds in her or his hands shall be so liable.
(5) No liability under this section may be asserted more than 5 years after the earlier of:
(a) The issuance of the shares, or
(b) The date of the subscription upon which the assessment is sought.
Notes of Decisions
Cited in 2
cases, 1995–2000 · leading case: In Re Six, 190 B.R. 958 (Bankr. M.D. Fla. 1995).
In Re Six, 190 B.R. 958 (Bankr. M.D. Fla. 1995). “Fla.Stat. 607.0622(2) provides that: 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 therefor has not been paid shall not be personally liable to the corporation…”
Jacob v. Bernatek, 764 So. 2d 874 (Fla. 4th DCA 2000). “Section 607.0622(1) addresses that issue directly: [a] holder of, or subscriber to, shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for…”
— 607.0622(1) — 1 case
Jacob v. Bernatek, 764 So. 2d 874 (Fla. 4th DCA 2000). “Section 607.0622(1) addresses that issue directly: [a] holder of, or subscriber to, shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for…”
— 607.0622(2) — 1 case
In Re Six, 190 B.R. 958 (Bankr. M.D. Fla. 1995). “Fla.Stat. 607.0622(2) provides that: 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 therefor has not been paid shall not be personally liable to the corporation…”
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