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Payment for shares - 15 Pa. Cons. Stat. § 1524Legal Research Home > Pennsylvania Statutes
§ 1524. Payment for shares.
(a) General rule.--Consideration for shares, unless
otherwise restricted in the bylaws:
(1) May consist of money, obligations (including an
obligation of a shareholder), services performed whether or
not contracted for, contracts for services to be performed,
shares or other securities or obligations of the issuing
business corporation, or any other tangible or intangible
property or benefit to the corporation. If shares are issued
for other than money, the value of the consideration shall be
determined by or in the manner provided by the board of
directors.
(2) Shall be provided or paid to or as ordered by the
corporation.
(b) Issuance without consideration.--Except as otherwise
restricted in the bylaws, upon authorization by the board of
directors, the corporation may issue or distribute its own
shares pro rata to its shareholders or the shareholders of one
or more classes or series, if the relative rights of the holders
of any class or series are not adversely affected thereby, to
effectuate stock dividends or splits, and any such transaction
shall not require payment of consideration.
(c) Status of issued shares.--Except as provided in
subsection (e), all issued shares of a business corporation
shall be deemed fully paid regardless of failure to pay in full
the agreed consideration therefor. Except as otherwise provided
by a regulatory statute controlling under section 103(c)
(relating to structural provisions in regulatory statutes
controlling), all issued shares of a corporation shall be
nonassessable. This subsection shall not affect the personal
obligation of a subscriber for shares of a corporation to pay
the agreed consideration for the shares.
(d) Rights of subscribing shareholder.--Notwithstanding any
other provision of this subpart, the right to vote, to receive
dividends and to have and exercise the other rights of a
shareholder prior to payment in full of the agreed consideration
for the shares of a shareholder who has acquired his shares by
subscription may be denied or limited as provided in the
subscription agreement. Any such denial or limitation of rights
shall be noted conspicuously on the face or back of the share
certificate, if any, or in the notice provided by section
1528(f) (relating to uncertificated shares). Unless so noted,
such denial or limitation (even though permitted by this
section) shall be ineffective except against a person with
actual knowledge of the denial or limitation.
(e) Transitional provision.--A corporation may enforce calls
on partly paid shares outstanding on September 30, 1989, in the
same manner and to the same extent as if this subpart had not
been enacted.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
P.L.1333, No.169, eff. 60 days)
1992 Amendment. Act 169 amended subsec. (a).
1990 Amendment. Act 198 amended subsecs. (a), (c) and (e).
Cross References. Section 1524 is referred to in sections
1106, 1528 of this title.
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Last modified: November 27, 2007 |
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