§ 2-304

(a) By resolution of its board of directors, a corporation may apply any part of its capital surplus for:

(1) The reduction or elimination of a corporate deficit arising from a loss, however incurred, or from diminution in the value of its assets, but only after earned surplus is exhausted; or

(2) Any other proper corporate purpose.

(b) An application of capital surplus under subsection (a) of this section shall be disclosed to the stockholders of the corporation in its next annual report.