Indiana Code
Ind. Code § 23-1-26-3 (2026)
Shareholder liability
✓ current as of May 2026
Sec. 3. (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 (section 2 of this chapter) or specified in the subscription agreement (section 1 of this chapter).
(b) 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 the shareholder may become personally liable by reason of the shareholder's own acts or conduct.
As added by P.L.149-1986, SEC.10.
Notes of Decisions
Cited in 9
cases, 1994–2020 · leading case: Aronson v. Price, 644 N.E.2d 864 (Ind. 1994).
Aronson v. Price, 644 N.E.2d 864 (Ind. 1994). “" Ind. Code § 23-1-26-3 (b) (1993). At the same time the legislature also codified the common law exception to this principle by providing that "the shareholder may become personally liable by reason of the shareholder's own acts or conduct.”
Escobedo v. BHM Health Assocs., Inc., 818 N.E.2d 930 (Ind. 2004). “Ind.Code § 23-1-26-3(b) (2004). [6] Because of the bedrock nature of the principle of limited shareholder liability, the burden on a party seeking to "pierce the corporate veil" is severe.”
Winkler v. V.G. Reed & Sons, Inc., 638 N.E.2d 1228 (Ind. 1994). “Indiana Code § 23-1-26-3(b) (1993) states that "[ulnless 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 the shareholder may become personally liable by reason of…”
LDT Keller Farms, LLC v. Brigitte Holmes Livestock Co., 722 F. Supp. 2d 1015 (N.D. Ind. 2010). “Ind.Code § 23-1-26-3(b); Comm’r, Dept. of Envtl.”
Strodtman v. Integrity Builders, Inc., 668 N.E.2d 279 (Ind. Ct. App. 1996). “Indiana Code section 23-1-26-3(b) (West 1989) provides: "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 the shareholder may become personally liable by…”
Whitely v. Moravec, 635 F.3d 308 (7th Cir. 2011). “Ind. Code § 23-1-26-3 . Plaintiffs do not contend there is any basis for investors’ liability under Indiana law.”
CBR Event Decorators, Inc., Gregory Rankin, Robert Cochrane & John Bales v. Todd M. Gates, 4 N.E.3d 1210 (Ind. Ct. App. 2014). “2004); see also Ind.Code § 23-1-26-3. “[T]he fundamental principle of American corporate law [is] that corporate shareholders sustain liability for corporate acts only to the extent of their investment and are not held personally liable for the acts attributable to the…”
Quality Leasing Co Inc Inc v. Int'l Metals LLC (S.D. Ind. 2020). “1994); Ind. Code § 23-1-26-3 (b). Motraghi incorrectly asserts that piercing the corporate veil is irrelevant.”
Georgia Receivables v. Caregivers Great Lak (7th Cir. 2004). “”)); Ind. Code § 23-1-26-3 (b) (Business Corporations Act) (“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 the shareholder may become personally liable by…”
Ind. Code § 23-1-26-3(b): 5 cases
Escobedo v. BHM Health Assocs., Inc., 818 N.E.2d 930 (Ind. 2004). “Ind.Code § 23-1-26-3(b) (2004). [6] Because of the bedrock nature of the principle of limited shareholder liability, the burden on a party seeking to "pierce the corporate veil" is severe.”
Aronson v. Price, 644 N.E.2d 864 (Ind. 1994). “" Ind. Code § 23-1-26-3 (b) (1993). At the same time the legislature also codified the common law exception to this principle by providing that "the shareholder may become personally liable by reason of the shareholder's own acts or conduct.”
Winkler v. V.G. Reed & Sons, Inc., 638 N.E.2d 1228 (Ind. 1994). “Indiana Code § 23-1-26-3(b) (1993) states that "[ulnless 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 the shareholder may become personally liable by reason of…”
LDT Keller Farms, LLC v. Brigitte Holmes Livestock Co., 722 F. Supp. 2d 1015 (N.D. Ind. 2010). “Ind.Code § 23-1-26-3(b); Comm’r, Dept. of Envtl.”
Strodtman v. Integrity Builders, Inc., 668 N.E.2d 279 (Ind. Ct. App. 1996). “Indiana Code section 23-1-26-3(b) (West 1989) provides: "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 the shareholder may become personally liable by…”
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