17-6404.   Same; designation of part of consideration as capital;surplus and net assets defined.Any corporation, by resolution of its board of directors, may determinethat only a part of the consideration which shall be received by thecorporation for any of the shares of its capital stock which it shall issuefrom time to time shall be capital; but, in the event that any of theshares issued shall be shares having a par value, the amount of the part ofsuch consideration so determined to be capital shall be in excess of theaggregate par value of the shares issued for such consideration having apar value, unless all the shares issued shall be shares having a par value,in which case the amount of the part of such consideration so determined tobe capital need be only equal to the aggregate par value of such shares. Ineach such case, the board of directors shall specify in dollars the part ofsuch consideration which shall be capital. If the board of directors shallnot have determined what part of the consideration for such shares shall becapital (1) at the time of issue of any shares of the capital stock of thecorporation issued for cash or (2) within 60 days after the issueof any shares of the capital stock of the corporation issued for propertyother than cash, the capital of the corporation in respect of such sharesshall be an amount equal to the aggregate par value of such shares having apar value, plus the amount of the consideration for such shares without parvalue. The amount of the consideration so determined to be capital inrespect of any shares without par value shall be the stated capital of such shares.The capital of the corporation may be increased from time to time byresolution of the board of directors, directing that a portion of the netassets of the corporation in excess of the amount so determined to becapital be transferred to the capital account. The board of directors maydirect that the portion of such net assets so transferred shall be treatedas capital in respect of any shares of the corporation of any designatedclass or classes. At any given time, the excess, if any, of the net assetsof the corporation over the amount so determined to be capital shall besurplus. Net assets means the amount by which total assets exceed totalliabilities, but capital and surplus are not liabilities for this purpose.

      History:   L. 1972, ch. 52, § 31;L. 1988, ch. 99, § 11; Revived and amend., L. 1988, ch. 100, § 11; May 5.