17-6604.   Reduction of capital.(a) A corporation, by resolution of its board of directors, may reduce itscapital in any of the following ways by:

      (1)   Reducing or eliminating the capital represented by shares of capitalstock which have been retired;

      (2)   applying to an otherwise authorized purchase or redemption of outstandingshares of its capital stock some or all of the capital represented by theshares being purchased or redeemed, or any capital that has not been allocatedto any particular class of its capital stock;

      (3)   applying to an otherwise authorized conversion or exchange ofoutstanding shares of its capital stock some or all of the capital representedby the shares being converted or exchanged, or some or all of any capital thathas not been allocated to any particular class of its capital stock, or both,to the extent that such capital in the aggregate exceeds the total aggregatepar value or the stated capital of any previously unissued shares issuable uponsuch conversion or exchange; or

      (4)   transferring to surplus: (A) Some or all of the capital not representedby any particular class of its capital stock; (B) some or all of the capitalrepresented by issued shares of its par value capital stock, which capital isin excess of the aggregate par value of such shares; or (C) some of the capitalrepresented by issued shares of its capital stock without par value.

      (b)   Notwithstanding the other provisions of this section, no reduction ofcapital shall be made or effected unless the assets of the corporationremaining after such reduction shall be sufficient to pay any debts of thecorporation for which payment has not been otherwise provided. No reduction ofcapital shall release any liability of any stockholder whose shares have notbeen fully paid.

      History:   L. 1972, ch. 52, § 77;L. 1988, ch. 99, § 37;Revived and amend., L. 1988, ch. 100, § 37;L. 2004, ch. 143, § 47; Jan. 1, 2005.