§ 4-26-604 - Consideration for shares generally.
4-26-604. Consideration for shares generally.
(a) Shares having a par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration, however, the consideration shall not be less than the par value of the shares issued therefor. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of such shares, fix the consideration to be received for those shares by a vote of the holders of a majority of all shares entitled to vote thereon.
(b) Shares without par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person or persons designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of those shares, fix the consideration to be received for those shares, by a vote of the holders of a majority of all shares entitled to vote thereon.
(c) Treasury shares may be disposed of by the corporation for such consideration expressed in dollars as may be fixed from time to time by the board of directors.
(d) That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be pro tanto the consideration for the issuance of the shares.
(e) In the event of a conversion of shares or in the event of an exchange of shares with or without par value for the same or a different number of shares with or without par value, whether of the same or a different class, the consideration for the shares so issued in exchange or conversion shall be deemed to be:
(1) The stated capital then represented by the shares so exchanged or converted; and
(2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so exchanged or converted; and
(3) Any additional consideration paid to the corporation upon the issuance of shares for the shares so exchanged or converted.
(f) The board of directors, without shareholder approval, may authorize the issuance of shares or securities for the business owned by or for the shares or securities of another corporation in such manner as the board of directors may deem advisable and may cause the acquired business or the acquired shares or securities to be assigned, conveyed, or transferred directly to any subsidiary of the issuing parent corporation, provided the issuing parent corporation owns ninety percent (90%) or more of each class of the outstanding shares of the subsidiary after the transaction.