B.  Issuanceof Shares

 

[§414-81]  Subscription for shares beforeincorporation.  (a)  A subscription for shares entered into beforeincorporation is irrevocable for six months unless the subscription agreementprovides a longer or shorter period or all the subscribers agree to revocation.

(b)  The board of directors may determine thepayment terms of subscription for shares that were entered into beforeincorporation, unless the subscription agreement specifies them.  A call forpayment by the board of directors must be uniform so far as practicable as toall shares of the same class or series, unless the subscription agreementspecifies otherwise.

(c)  Shares issued pursuant to subscriptionsentered into before incorporation are fully paid and nonassessable when thecorporation receives the consideration specified in the subscription agreement.

(d)  If a subscriber defaults in payment ofmoney or property under a subscription agreement entered into beforeincorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, thecorporation may rescind the agreement and may sell the shares if the debtremains unpaid for more than twenty days after the corporation sends written demandfor payment to the subscriber.

(e)  A subscription agreement entered intoafter incorporation is a contract between the subscriber and the corporationsubject to section 414-82. [L 2000, c 244, pt of §1]