Title 14, Chapter 2, Section 621
( 14-2-621)
(a) The powers granted in this Code section to the board of
directors may be reserved to the shareholders by the articles of
incorporation. (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
securities of the corporation. (c) Before the corporation issues shares, the board of directors
must determine that the consideration received or to be received for
shares to be issued is adequate. That 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, and the authorization by the
board of directors of the issuance of shares constitutes such
determination. (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. (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 canceled in whole or in part. |