(a) When the total price of the shares has not been paid to the corporation and the assets are insufficient to satisfy the claims of the creditors of the corporation, every holder or subscriber of such shares shall be bound to pay for each share held or subscribed by him/her the sum necessary to complete the amount of the unpaid balance of the price for which the corporation issued or shall issue such shares.\n(b) The amounts which shall be payable as provided in subsection (a) of this section may be recovered as provided in § 3784 of this title after a writ of execution has been returned unsatisfied, as provided in said section.\n(c) No assignee of shares or subscriptions of shares in good faith and without knowledge or notice that the full price of the shares has not been paid, shall be personally liable for any unpaid portion of such price, but the transferor shall be liable for the same.\n(d) No person holding shares in any corporation as collateral security shall be personally liable as a stockholder, but the person who has pledged such shares shall be deemed the holder thereof and shall be liable for the same. in any corporation as collateral security shall be personally liable as a stockholder, but the person who has pledged such shares shall be deemed the holder thereof and shall be liable for the same. No executor, administrator, guardian or trustee shall be personally liable as a stockholder, but the property or funds held by the executor, administrator, guardian or trustee or other trustee in such capacity shall be liable for such obligations.\n(e) No liability shall be asserted under this section nor § 3784 of this title after six (6) years from the issue of the shares or the date of subscription for the shares upon which liability is asserted.\n(f) In any action brought by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain the performance of an obligation, as provided in this section, any stockholder or subscriber of shares of an insolvent corporation may appear and contest the claim or claims of such receiver or trustee.\nHistory —Dec. 16, 2009, No. 164, § 5.08.
Puerto Rico Legal Code