Canada Business Corporations Act

Marginal note:Shareholder immunity

• 45 (1) The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under subsection 38(4), 118(4) or (5), 146(5) or 226(4) or (5).

• Marginal note:Lien or hypothec on shares

  (2) Subject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

• Marginal note:Enforcement of lien or hypothec

  (3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.