Sec. 1. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) 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 shares that were entered into before incorporation, unless […]
Sec. 2. (a) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to this section. (b) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (c) The board of directors may authorize shares to […]
Sec. 3. (a) A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or the corporation’s creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (b) Unless otherwise provided in the articles […]
Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of at least one (1) class or series. An issuance of shares under this subsection may be in the form of a share dividend or a share split, […]
Sec. 5. A corporation, acting through the corporation’s board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, […]
Sec. 6. (a) Shares may be represented by certificates. Unless this article or another statute expressly provides otherwise, the rights and obligations of shareholders of the same class or series of shares are identical whether or not the shares are represented by certificates. (b) At a minimum each share certificate must state on the certificate […]
Sec. 7. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to […]
Sec. 8. (a) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares. (b) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of […]
Sec. 9. A corporation may pay the expenses of: (1) selling or underwriting the corporation’s shares; and (2) organizing or reorganizing the corporation; from the consideration received for shares. As added by P.L.14-1992, SEC.163.
