511. Share distributions and changes.(a) A corporation may make pro rata distributions of its authorized but unissued shares to holders of any class or series of its outstanding shares, subject to the following conditions:
(1) If a distribution of shares having a par value is made, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time of such distribution an amount of surplus equal to the aggregate par value of such shares.
(2) If a distribution of shares without par value is made, the amount of stated capital to be represented by each such share shall be fixed by the board, unless the certificate of incorporation reserves to the shareholders the right to fix the consideration for the issue of such shares, and there shall be transferred to stated capital at the time of such distribution an amount of surplus equal to the aggregate stated capital represented by such shares.
(3) A distribution of shares of any class or series may be made to holders of the same or any other class or series of shares unless the certificate of incorporation provides otherwise, provided, however, that in the case of a corporation incorporated prior to the effective date of subparagraph (4) of this paragraph, then so long as any shares of such class remain outstanding a distribution of shares of any class or series of shares of such corporation may be made only to holders of the same class or series of shares unless the certificate of incorporation permits distribution to holders of another class or series, or unless such distribution is approved by the affirmative vote or the written consent of the holders of a majority of the outstanding shares of the class or series to be distributed.
(4) A distribution of any class or series of shares shall be subject to the preemptive rights, if any, applicable to such shares pursuant to this chapter.
(b) A corporation making a pro rata distribution of authorized but unissued shares to the holders of any class or series of outstanding shares may at its option make an equivalent distribution upon treasury shares of the same class or series, and any shares so distributed shall be treasury shares.
(c) A change of issued shares of any class which increases the stated capital represented by those shares may be made if the surplus of the corporation is sufficient to permit the transfer, and a transfer is concurrently made, from surplus to stated capital, of an amount equal to such increase.
(d) No transfer from surplus to stated capital need be made by a corporation making a distribution of its treasury shares to holders of any class of outstanding shares; nor upon a split up or division of issued shares of any class into a greater number of shares of the same class, or a combination of issued shares of any class into a lesser number of shares of the same class, if there is no increase in the aggregate stated capital represented by them.
(e) Nothing in this section shall prevent a corporation from making other transfers from surplus to stated capital in connection with share distributions or otherwise.
(f) Every distribution to shareholders of certificates representing a share distribution or a change of shares which affects stated capital or surplus shall be accompanied by a written notice (1) disclosing the amounts by which such distribution or change affects stated capital and surplus, or (2) if such amounts are not determinable at the time of such notice, disclosing the approximate effect of such distribution or change upon stated capital and surplus and stating that such amounts are not yet determinable.
(g) When issued shares are changed in any manner which affects stated capital or surplus, and no distribution to shareholders of certificates representing any shares resulting from such change is made, disclosure of the effect of such change upon the stated capital and surplus shall be made in the next financial statement covering the period in which such change is made that is furnished by the corporation to holders of shares of the class or series so changed or, if practicable, in the first notice of dividend or share distribution or change that is furnished to such shareholders between the date of the change of shares and the next such financial statement, and in any event within six months of the date of such change.
Last modified: February 3, 2019