§ 21-241 — Subscription for shares before incorporation

(MBCA 6.20) (a) A subscription
for shares entered into before incorporation is irrevocable for six months
unless the subscription agreement provides a longer or shorter period or all
the subscribers agree to revocation.
(b) The board of directors
may determine the payment terms of subscription for shares that were entered
into before incorporation, unless the subscription agreement specifies them.
A call for payment by the board of directors must be uniform so far as practicable
as to all shares of the same class or series, unless the subscription agreement
specifies otherwise.
(c)
Shares issued pursuant to subscriptions entered into before incorporation
are fully paid and nonassessable when the corporation receives the consideration
specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or
property under a subscription agreement entered into before incorporation,
the corporation may collect the amount owed as any other debt. Alternatively,
unless the subscription agreement provides otherwise, the corporation may
rescind the agreement and may sell the shares if the debt remains unpaid for
more than twenty days after the corporation sends written demand for payment
to the subscriber.
(e)
A subscription agreement entered into after incorporation is a contract between
the subscriber and the corporation subject to section 21-242 .

Legislative History

Source: Laws 2014, LB749, § 41.