Art. 2.15. Consideration for Shares A. Shares having a par value may be issued for such consideration, not less than the par value thereof, as shall be fixed from time to time by the board of directors or, in the case of shares issued by a converted entity, in the plan of conversion or, in the case of a corporation created by a merger, in the plan of merger. B. Shares without par value may be issued for such consideration, as may be fixed: (1) by the board of directors from time to time, unless the articles of incorporation reserve to the shareholders the right to fix the consideration, in which case, prior to the issuance of such shares, the shareholders shall fix the consideration to be received for such shares, by a vote of the holders of a majority of all shares entitled to vote thereon; (2) by a plan of conversion, in the case of shares to be issued pursuant to the plan of conversion by a corporation that is a converted entity; or (3) by a plan of merger, in the case of shares to be issued pursuant to the plan of merger by a corporation created pursuant to the plan of merger. C. Treasury shares may be disposed of by the corporation for such consideration as may be fixed from time to time by the board of directors. D. That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. E. In the event of the issuance of shares by a corporation upon the conversion or exchange of its indebtedness or shares, the consideration for the shares so issued shall be: (1) The principal sum of, and accrued interest on, the indebtedness so exchanged or converted, or the stated capital then represented by the shares so exchanged or converted, and (2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so exchanged or converted, and (3) Any additional consideration paid to the corporation upon the issuance of shares for the indebtedness or shares so exchanged or converted. F. In the event of the issuance of shares by a corporation upon the exercise of rights or options entitling the holders thereof to purchase or receive from the corporation any of its shares, the consideration for the shares so issued shall be: (1) The consideration, if any, received by the corporation for such rights or options, and (2) The consideration, if any, received by the corporation for the issuance of shares upon the exercise of such rights or options. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1973, 63rd Leg., p. 1490, ch. 545, Sec. 9, eff. Aug. 27, 1973; Acts 1989, 71st Leg., ch. 801, Sec. 6, eff. Aug. 28, 1989; Acts 1997, 75th Leg., ch. 375, Sec. 5, eff. Sept. 1, 1997.

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Last modified: August 10, 2007