Section 10A-2A-6.20 Subscription for stock before incorporation. (a) A subscription for stock 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 subscriptions for stock that were entered […]
Section 10A-2A-6.21 Issuance of stock. (a) The powers granted in this section to the board of directors may be reserved to the stockholders by the certificate of incorporation. (b) The board of directors may authorize stock to be issued for consideration consisting of a contribution. (c) Before the corporation issues stock, the board of directors […]
Section 10A-2A-6.22 Liability of stockholders. (a) A purchaser from a corporation of the corporation’s own stock is not liable to the corporation or its creditors with respect to the stock except to pay the consideration for which the stock was authorized to be issued or specified in the subscription agreement. (b) A stockholder is not […]
Section 10A-2A-6.23 Stock dividends. (a) Unless the certificate of incorporation provides otherwise, stock may be issued pro rata and without consideration to the corporation’s stockholders or to the stockholders of one or more classes or series of stock. An issuance of stock under this subsection is a stock dividend. (b) Stock of one class or […]
Section 10A-2A-6.24 Stock rights, options, warrants, and awards. (a) A corporation may issue rights, options, or warrants for the purchase of stock or other securities of the corporation. The board of directors shall determine (i) the terms and conditions upon which the rights, options, or warrants are issued and (ii) the terms, including the consideration […]
Section 10A-2A-6.25 Form and content of certifications. (a) Stock may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of stockholders are identical regardless of whether their stock is represented by certificates. (b) Each stock certificate must be signed by two officers designated in […]
Section 10A-2A-6.26 Uncertificated interests. (a) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of stock of any or all of its classes or series without certificates. The authorization does not affect shares of stock already represented […]
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation, the bylaws, an agreement among stockholders, or an agreement between stockholders and the corporation may impose restrictions on the transfer or registration of transfer of stock of the corporation. A restriction does not affect stock issued before the restriction was adopted unless the […]
Section 10A-2A-6.28 Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (Act 2019-94, §1.)
