(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 shall determine that the consideration received or to be received for stock to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of stock relates to whether the stock is validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of stock, the stock issued therefor is fully paid and nonassessable.
(e) The corporation may place in escrow stock issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the stock, and may credit distributions in respect of the stock against its purchase price, until the services are performed, the benefits are received, or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the stock escrowed or restricted and the distributions credited may be cancelled in whole or part.
Last modified: May 3, 2021