New York § 628 - 628Liability of subscribers and shareholders
Full text of New York New York Consolidated Laws § 628 — 628Liability of subscribers and shareholders, with citation guidance and answers to common questions.
§ 628. 628Liability of subscribers and shareholders
§ 628. Liability of subscribers and shareholders. (a) A holder of or subscriber for shares of a corporation shall be under no obligation to the corporation for payment for such shares other than the obligation to pay the unpaid portion of his subscription which in no event shall be less than the amount of the consideration for which such shares could be issued lawfully. (b) 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 for any unpaid portion of such consideration, but the transferor shall remain liable therefor. (c) No person holding shares in any corporation as collateral security shall be personally liable as a shareholder but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a shareholder, but the estate and funds in the hands of such executor, administrator, guardian, trustee or other fiduciary shall be liable.
Source: official New York text · Last verified 2026-08-27
Frequently Asked Questions About New York § 628
What does New York Consolidated Laws § 628 cover?
Section 628 ("628Liability of subscribers and shareholders") is part of the New York Consolidated Laws, the codified statutory law of New York. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite New York § 628?
A common citation format is "New York Consolidated Laws § 628" (New York). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of New York law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the New York official source linked on this page or consult a licensed New York attorney.
How does New York § 628 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New York can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in New York.