Title 7, Chapter 1, Section 430
(a) Except as otherwise provided in this Code section, a holder of
or subscriber to shares of a bank or trust company shall be under no
obligation to the bank or trust company or its creditors with
respect to such shares or subscription other than the obligation to
pay the full consideration remaining due to the company upon such
shares or subscription. Such obligation may be enforced by the bank
or trust company and its successors or assigns, or by a shareholder
suing derivatively, or by a receiver appointed under this chapter.
(b) Every subscriber for shares not fully paid and every original holder of shares not fully paid which were issued contrary to Code Section 7-1-417 and every transferee or assignee of a subscription for shares or of shares with knowledge or notice that the shares are not fully paid and were issued contrary to Code Section 7-1-417 shall continue personally liable thereon as provided in subsection (a) of this Code section, notwithstanding any transfer or assignment of such shares or subscription for such shares.
(c) Any person becoming a transferee or assignee 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 thereon for any unpaid portion of such
(d) An executor, administrator, conservator, guardian, trustee,
assignee for the benefit of creditors, receiver, or other fiduciary
shall not be personally liable to the bank or trust company or its
creditors as a holder of or subscriber for its shares; but the
estate and funds in his hands or under his control shall be so
liable. Nothing in the foregoing shall relieve any fiduciary from
liability for a breach of trust.
(e) No bailee or nominee and no pledgee or other holder of shares as
collateral security shall be personally liable as a shareholder, but
the bailor or real party in interest or pledgor or other person
transferring such shares as collateral shall be considered the
holder thereof for purposes of liability under this Code section.
(f) No liability under this Code section shall be asserted against a
subscriber or shareholder more than six years after the date on
which the shares for which payment is sought were to have been fully
paid pursuant to the contract of sale or subscription agreement or,
if no such date is provided for in the contract of sale or
subscription agreement, more than six years from the date of the
contract of sale or subscription agreement, whether or not such
contract or agreement is under seal.
(g) The subscription agreement or contract of sale may prescribe
other penalties for failure to make payments when due; but no
penalty working a forfeiture of a subscription, or of the amounts
paid thereon, shall be declared as against any subscriber unless the
amount due thereon shall remain unpaid for a period of 20 days after
written demand has been made therefor. The delinquent subscriber or
his legal representative shall be entitled to be paid the excess of
the sale proceeds realized from the sale by the bank or trust
company of such subscribed shares over the sum of:
(1) The amount due and unpaid on the subscription; and
(2) The reasonable expenses incurred in selling the shares;
but in no event shall the delinquent subscriber or his legal
representative be entitled to be paid an amount greater than the
amount paid by said subscriber on his subscription.
(h) The board of directors shall have power to compromise, on such
terms and conditions as the board may prescribe, any claim, dispute,
or action arising out of a subscription for shares when in the
judgment of the board it is in the best interests of the bank or
trust company to do so.