Wisconsin Statutes
Wis. Stat. § 180.0622 (2026)
Liability of shareholders, transferees and others
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180.0622(1)(1) A purchaser from a corporation of the corporation’s 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 or the consideration specified in the subscription agreement entered into before incorporation.
180.0622(2)(2) 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 for a shareholder in a corporation defined under s. 71.365 (7), and only to the extent provided for under s. 73.0306, and except that a shareholder may become personally liable by his or her acts or conduct other than as a shareholder.
180.0622(3)(3) A person who becomes a transferee of shares in good faith and without knowledge that the consideration determined for the shares or specified in the subscription agreement entered into before incorporation has not been paid is not personally liable for any unpaid portion of the consideration.
180.0622(4)(a)(a) In this subsection, “fiduciary” means a personal representative, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver.
180.0622(4)(b)(b) A fiduciary is not personally liable as a holder of or subscriber to shares of a corporation, but the estate and funds in the fiduciary’s hands are so liable. A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.
180.0622 AnnotationPersonal Liability for Corporate Debt. Kelley. Wis. Law. Oct. 1994.
Notes of Decisions
Cited in 3
cases, 1991–2019 · leading case: Daniel Marx v. Richard L. Morris, 2019 WI 34, 925 N.W.2d 112.
Daniel Marx v. Richard L. Morris, 2019 WI 34, 925 N.W.2d 112. “The same is true of corporations and their shareholders: "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[.”
Miller v. Bristol-Myers Co., 468 N.W.2d 744 (Wis. Ct. App. 1991). “Section 180.0622(2)(a), Stats. However, shareholder immunity is limited.”
Daniel Marx v. Richard L. Morris, No. 2017AP000146 (Wis. Apr. 2, 2019). “]" § 180.0622(2). So while it is conceivable that an LLC member may owe a fiduciary duty to the LLC, there is nothing about membership in an LLC that can call fiduciary duties into existence between its members.”
Wis. Stat. § 180.0622(2): 2 cases
Daniel Marx v. Richard L. Morris, 2019 WI 34, 925 N.W.2d 112. “The same is true of corporations and their shareholders: "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[.”
Daniel Marx v. Richard L. Morris, No. 2017AP000146 (Wis. Apr. 2, 2019). “]" § 180.0622(2). So while it is conceivable that an LLC member may owe a fiduciary duty to the LLC, there is nothing about membership in an LLC that can call fiduciary duties into existence between its members.”
Wis. Stat. § 180.0622(2)(a): 1 case
Miller v. Bristol-Myers Co., 468 N.W.2d 744 (Wis. Ct. App. 1991). “Section 180.0622(2)(a), Stats. However, shareholder immunity is limited.”
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