§ 152 — Issuance of stock; lawful consideration; fully paid stock

Delaware § 152

• Jurisdiction: Delaware
• Title: 8
• Ch. 1: GENERAL CORPORATION LAW
• Subch.: Stock and Dividends

Text

(a) The consideration for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in the form and in the manner that the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation, or any combination thereof. Stock may be issued in 1 or more transactions, in the numbers, at the times and for the consideration as set forth in a resolution of the board of directors.

(b) A resolution of the board of directors may delegate to a person or body, in addition to the board of directors, the authority to enter into 1 or more transactions to issue stock, and with respect to such transactions, shares of stock may be issued in the numbers, at the times and for the consideration as such person or body may determine; provided the resolution fixes (i) a maximum number of shares that may be issued pursuant to such resolution, (ii) a time period during which such shares may be issued and (iii) the minimum consideration for which such shares may be issued. No such resolution shall permit a person or body to issue stock to such person or body.

(c) Any provision of a resolution contemplated by subsection (a) or (b) of this section may be made dependent on facts ascertainable outside the resolution, provided the manner in which such facts shall operate upon the resolution is clearly and expressly set forth in such resolution. The term “facts,” as used in this section, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation; provided that, if the resolution delegates to a person or body the authority to enter into 1 or more transactions to issue stock pursuant to subsection (b) of this section, the provisions contemplated by paragraphs (b)(i) through (iii) of this section may not be made dependent on a determination or action by such person or body.

(d) In the absence of actual fraud in the transaction, the judgment of the directors as to the value of the consideration (or minimum consideration) received by the corporation for the issuance of stock shall be conclusive. The capital stock issued in accordance with this section shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration; provided, however, nothing contained in this subsection shall prevent the board of directors from issuing partly paid shares under § 156 of this title.

(e) The minimum consideration for which shares of stock may be issued by the corporation may not be less than the consideration (if any) required under § 153 of this title.

Legislative History

8 Del. C. 1953, § 152; 56 Del. Laws, c. 50 ; 59 Del. Laws, c. 437, § 8 ; 74 Del. Laws, c. 326, § 3 ; 79 Del. Laws, c. 72, § 3 ; 80 Del. Laws, c. 40, § 6 ; 83 Del. Laws, c. 377, § 3 ; 84 Del. Laws, c. 98, § 1