(A) The dissolution of a corporation shall not affect the limited liability of a shareholder with respect to transactions occurring or acts or omissions done or omitted in the name of or by the corporation.
(B) A shareholder who receives a distribution of assets from a dissolved corporation shall not be liable for any claim against the corporation in an amount in excess of the amount of shareholder's pro rata share of the claim or the amount distributed to the shareholder, whichever is less. The aggregate liability of any shareholder for claims against a dissolved corporation shall not exceed the amount distributed to that stockholder after the dissolution.
(C) A shareholder of a dissolved corporation, the assets of which were distributed pursuant to this chapter, may be liable for a claim against the corporation only if an action on that claim is commenced before expiration of the period specified in division (B)(2) of section 1701.88 of the Revised Code.
Added by 129th General AssemblyFile No.72, HB 48, §1, eff. 5/4/2012.
Note:
Committee Comment (2012)*
This new section confirms in division (A) that dissolution of a corporation does not alter the limited liability of the shareholders. Division (B) confirms the limit on the amount for which a shareholder may be liable after dissolution. Division (C) makes clear that a shareholder is only liable if the claim against the corporation is brought within the five year time limit of section 1701.88(B)(2).
*Comments on 129th General Assembly, HB 48, from the Ohio State Bar Association Corporation Law Committee
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