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HomeCorporations CodeCh. 4§ 414 Shareholder Liability For Debts

§ 414 Shareholder Liability For Debts

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 414 Shareholder Liability For Debts

Key Takeaways

  • •If a company owes you money, you can't go after the owners unless you've already tried to get the money from the company and failed.
  • •Other people the company owes money to can join in if you're trying to get money from the owners.
  • •If an owner pays up, that money goes toward what they still owe the company.

Example

Imagine a small toy store owes money to a supplier for toys they bought. The store doesn't pay, so the supplier sues the store but can't get the money because the store is broke.

The supplier can then try to get the money from the store owners, but only after they've already tried and failed to get it from the store itself. Other people the store owes money to, like the store's electric company, can also join in to try and get paid by the owners.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 414 Shareholder Liability For Debts

(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a shareholder to the corporation to pay the amount due on such shareholder’s shares unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceedings would be useless. (b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any such creditor’s action to reach and apply unpaid subscriptions and any or all shareholders who hold partly paid shares may be joined in such action. Several judgments may be rendered for and against the parties to the action or in favor of a receiver for the benefit of the respective parties thereto. (c) All amounts paid by any shareholder in any such action shall be credited on the unpaid balance due the corporation upon such shareholder’s shares. (Added by Stats. 1975, Ch. 682.)

Last verified: January 23, 2026

Key Terms

creditorshareholderunpaid subscriptionsfinal judgmentexecution unsatisfied

Related Statutes

  • § 5352 Creditor Claims Against Members
  • § 7353 Creditor Claims Against Members
  • § 9352 Creditor Claims Against Members
  • § 420 Joint Tenant Share Transfers
  • § 12443 Creditor Actions Against Members

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 414.
View Official Source