§ 4-26-618 - Share dividends.
4-26-618. Share dividends.
(a) Subject to the restrictions provided in this subsection, the board of directors of a corporation may declare and pay dividends in its own authorized but unissued shares out of any unreserved and unrestricted surplus other than revaluation surplus of the corporation upon the following conditions:
(1) If a dividend is payable in its own shares having a par value, those shares shall be issued at not less than the par value, and there shall be transferred to stated capital at the time the dividend is paid an amount of surplus at least equal to the aggregate par value of the shares to be issued as a dividend;
(2) If a dividend is payable in its own shares without par value, such shares shall be issued at not less than the stated value, which shall not be more than the fair value, as determined by resolution of the board of directors adopted at the time the dividend is declared, and there shall be transferred to stated capital at the time dividend is paid an amount of surplus equal to the aggregate stated value of the shares to be issued as a dividend;
(3) If the fair value of the shares included in the share dividend, as determined by resolution of the board of directors, exceeds the stated value thereof at the time the dividend is paid, the difference between the stated value and the fair value shall be accounted for in accordance with generally accepted accounting principles.
(b) When any share dividend is paid out of capital surplus, the shareholders receiving the dividend shall be concurrently notified of the source thereof.
(c) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.
(d) (1) Treasury shares that have been acquired by the corporation out of its surplus may, by authority of the board of directors, be ratably distributed among the shareholders.
(2) However, no distribution of the shares of one (1) class to the holders of shares of another class shall be made except under the conditions set out in subsection (c) of this section.
(3) Concurrently with the making of any such distribution, the corporation shall designate the transaction as a distribution of treasury shares and shall not represent it to be a share dividend.
(4) No transfer from surplus to stated capital is necessary in connection with a distribution of treasury shares.
(e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.