Sec. 69. When sale may be questioned. – No action to recover delinquent stock sold can be sustained upon the ground of irregularity or defect in the notice of sale, or in the sale itself of the delinquent stock, unless the party seeking to maintain such action first pays or tenders to the party holding the stock the sum for which the same was sold, with interest from the date of sale at the legal rate; and no such action shall be maintained unless it is commenced by the filing of a complaint within six (6) months from the date of sale.

Grounds for the recovery of stock unlawfully sold for delinquency are:

1. Irregularity or defect in the notice of sale

2. Irregularity or defect in the sale itself of the delinquent stock

Sec. 70. Court action to recover unpaid subscription. – Nothing in this Code shall prevent the corporation from collecting by action in a court of proper jurisdiction the amount due on any unpaid subscription, with accrued interest, costs, and expenses.

As a general rule, a corporation may not maintain a suit for the enforcement of an unpaid subscription without first making a call.