Oklahoma § 18-1033 Issuance of stock, lawful consideration - Fully paid

Oklahoma Statutes

§ 18-1033 — Issuance of stock, lawful consideration - Fully paid

Oklahoma·Title 18 Corporations

stock. ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK A. The consideration, as determined pursuant to the provisions of subsections A and B of Section 1034 of this title, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in the form and 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, except for services to be performed. Stock may be issued in one 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.In addition to the board of directors, a res

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stock. ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK A. The consideration, as determined pursuant to the provisions of subsections A and B of Section 1034 of this title, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in the form and 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, except for services to be performed. Stock may be issued in one 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. In addition to the board of directors, a resolution of the board of directors may delegate to a person or body the authority to enter into one or more transactions to issue stock. 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: 1. A maximum number of shares that may be issued under such resolution; 2. A period during which such shares may be issued; and 3. A minimum amount of consideration for which such shares may be issued. No resolution shall permit a person or body to issue stock to such person or body. C. Any provision of a resolution described 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 the resolution. As used in this subsection, “facts” 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, if the resolution delegates to a person or body the authority to enter into one or more transactions to issue stock under subsection B of this section, the provisions described in paragraphs 1 through 3 of subsection B of this section shall 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 or minimum amount of consideration received by the corporation for the issuance of stock shall be conclusive. The capital stock issued in accordance with the provisions of this section shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration. Nothing contained in this section shall prevent the board of directors from issuing partly paid shares in accordance with the provisions of Section 1037 of this title.

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Legislative History

Added by Laws 1986, c. 292, § 33, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, § 5; Laws 2017, c. 323, § 7, eff. Nov. 1, 2017; Laws 2021, c. 51, § 4, eff. Nov. 1, 2021; Laws 2024, c. 120, § 18, eff. Nov. 1, 2024. NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).