§ 48-16-202 — Issuance of shares

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the charter. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other benefits to be received, or other securities of the corporation. (c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. A decision by the board of directors to accept consideration for shares shall be deemed a determination that the consideration is adequate. A determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. (d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. For the purposes of this subsection (d), when and to the extent consideration for the issuance of shares consists of a promissory note or contract for services or other benefits, the corporation has received such consideration at the time such note is issued or contract is entered into. (e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.

Legislative History

Acts 1986, ch. 887, § 6.21; 1994, ch. 776, §§ 14, 15.