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ART. 23] LIABILITY OF STOCKHOLDERS. 559
as provided in section 66, and in the case of those classes of corpora-
tions for which special provision is hereinafter made in this article,
no stockholder in any corporation of this State shall be liable for the
debts thereof; and in no case shall any person holding stock in any
corporation of this State, which shall be entered on the books thereof
in his name as executor, administrator, guardian, committee, trustee,
receiver or pledgee, be individually subject to any liability as stock-
holder, but the person pledging the stock, and the estates and funds in
the hands of such executor, administrator, guardian, committee, receiver
or trustee, shall be subject to the liability, if any, imposed upon the
holders of the shares.
See notes to sections 64 and 66.
1904, art. 23, sec. 72. 1888, art. 23, sec. 64. 1868, ch. 471, sec. 59. 1872, ch. 325.
1908, ch. 305.
64. All the stockholders of any corporation created under this
article shall be severally and individually liable to the creditors of
the corporation of which they are stockholders to an amount equal to
the amount of stock held by them respectively, for all debts and con-
tracts made by the corporation, until the whole amount of the capital
stock fixed and limited by the corporation shall have been paid in, and
a certificate thereof made and filed as prescribed in section 73 of the
code of 1904, which certificate may, however, be filed at any time after
thirty days mentioned in said section, but no stockholder shall be
individually liable to the creditors of such corporation except to the
amount of his, her or their unpaid subscriptions to the capital stock:
and the liability of such stockholder shall be an asset of the corporation
for the benefit ratably of all the creditors of such corporation, if neces-
sary, to pay the debts of such corporation, and shall be enforceable
only by appropriate proceedings by such corporation or by a receiver.
assignee or trustee of such corporation, acting under the orders of a
court of competent jurisdiction; provided, however, that this section
shall not affect the rights of any creditor under the existing laws of
this State against the stockholders who were liable to such creditors
on April 6, 1908; and provided further that nothing in this
section shall be considered as a construction by the legislature of
the law hereby amended, and the capital stock so fixed and limited
shall be paid in, one-fourth thereof in one year, one-fourth in two
years, one-fourth in three years and one-fourth, or the balance, in four
years from and after the incorporation of said company, or such cor-
poration may be dissolved; provided, however, that it shall be lawful
for the trustees, directors or managers of any such corporation to collect
and enforce the payment of all subscriptions to the capital stock as other
debts are collected, after notice being given, as required by section 78 of
the code of 1904; and if suit shall be brought by the trustees, directors
or managers of any such corporation against all delinquent stockholders
for the full amount of unpaid subscriptions within four years from the
incorporation of said company, such corporation shall not be dissolved;
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