§ 55-6-21. Issuance of shares.
§55‑6‑21. Issuance of shares.
(a) The powers grantedin this section to the board of directors may be reserved to the shareholdersby the articles of incorporation.
(b) The board ofdirectors may authorize shares to be issued for consideration consisting of anytangible or intangible property or benefit to the corporation, including cash,promissory notes, services performed, contracts for services to be performed,or other securities of the corporation.
(c) Before thecorporation issues shares, the board of directors must determine that theconsideration received or to be received for shares to be issued is adequate. The determination by the board of directors as to the adequacy of considerationis conclusive as to whether the shares are validly issued, fully paid, andnonassessable.
(d) When thecorporation receives the consideration for which the board of directorsauthorized the issuance of shares, the shares issued therefor are fully paidand nonassessable.
(e) The corporation mayplace in escrow shares issued for a contract for future services or benefits orfor a promissory note, or make other arrangements to restrict the transfer ofthe shares, and may credit distributions in respect of the shares against theirpurchase price, until the services are performed, the note is paid, or thebenefit received. If the services are not performed, the note is not paid, orthe benefits are not received, the shares escrowed or restricted and thedistributions credited may be cancelled in whole or part. (1901,c. 2, ss. 19, 53, 54; 1903, c. 660, ss. 2, 3; Rev., ss. 1159, 1160, 1161; C.S.,ss. 1157, 1158; G.S., ss. 55‑62, 55‑63; 1955, c. 1371, s. 1; 1957,s. 1039; 1959, c. 1316, ss. 10, 13, 14; 1969, c. 751, s. 20; 1973, c. 469, ss.15, 45.2; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.7.)