A. Subject to the provisions of R.S. 12:62(B) and of the following subsections of this section, the board of directors may from time to time declare, and the corporation may pay, dividends in cash, property or its own shares out of surplus, except (1) when the corporation is insolvent or would thereby be made insolvent, or (2) when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation. When a dividend is paid in cash or property out of capital surplus, notice shall concurrently be given to all shareholders that the dividend is being paid out of capital surplus. When a dividend is paid in shares without par value, notice shall concurrently be given to the shareholders receiving the dividend, of the allocated value of the dividend shares.
B. If the corporation has no surplus available for dividends, it may pay dividends out of its net profits for the then current or the preceding fiscal year or both; except that no dividend shall be paid (1) at a time when the corporation's assets are exceeded by its liabilities, or when the net assets are less than the aggregate amount payable on liquidation upon the issued shares, if any, which have a preferential right to participate in the corporation's assets in event of liquidation, or (2) which would reduce the assets below the liabilities, or which would reduce the net assets below the aggregate amount payable on liquidation upon the issued shares, if any, which have a preferential right to participate in the corporation's assets in event of liquidation. R.S. 12:62(E) and (F) shall apply to the computation of net profits for the purpose of dividends.
C. No dividend shall be paid in shares, other than treasury shares, except upon transfer, to stated capital from surplus, of (1) an amount not less than the aggregate par value of the par-value shares so issued, and (2) such amount as the directors may determine in respect of shares without par value so issued; and no dividend payable in shares of any class shall be paid to shareholders of any other class, unless (1) the articles so permit, or (2) such payment is authorized, by vote of a majority of the voting power present, by the holders of the shares of the class in which the payment is to be made.
A. Subject to the provisions of R.S. 12:62(B) and of the following subsections of this section, the board of directors may from time to time declare, and the corporation may pay, dividends in cash, property or its own shares out of surplus, except (1) when the corporation is insolvent or would thereby be made insolvent, or (2) when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation. When a dividend is paid in cash or property out of capital surplus, notice shall concurrently be given to all shareholders that the dividend is being paid out of capital surplus. When a dividend is paid in shares without par value, notice shall concurrently be given to the shareholders receiving the dividend, of the allocated value of the dividend shares.
B. If the corporation has no surplus available for dividends, it may pay dividends out of its net profits for the then current or the preceding fiscal year or both; except that no dividend shall be paid (1) at a time when the corporation's assets are exceeded by its liabilities, or when the net assets are less than the aggregate amount payable on liquidation upon the issued shares, if any, which have a preferential right to participate in the corporation's assets in event of liquidation, or (2) which would reduce the assets below the liabilities, or which would reduce the net assets below the aggregate amount payable on liquidation upon the issued shares, if any, which have a preferential right to participate in the corporation's assets in event of liquidation. R.S. 12:62(E) and (F) shall apply to the computation of net profits for the purpose of dividends.
C. No dividend shall be paid in shares, other than treasury shares, except upon transfer, to stated capital from surplus, of (1) an amount not less than the aggregate par value of the par-value shares so issued, and (2) such amount as the directors may determine in respect of shares without par value so issued; and no dividend payable in shares of any class shall be paid to shareholders of any other class, unless (1) the articles so permit, or (2) such payment is authorized, by vote of a majority of the voting power present, by the holders of the shares of the class in which the payment is to be made.
A. Subject to the provisions of R.S. 12:62(B) and of the following subsections of this section, the board of directors may from time to time declare, and the corporation may pay, dividends in cash, property or its own shares out of surplus, except (1) when the corporation is insolvent or would thereby be made insolvent, or (2) when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation. When a dividend is paid in cash or property out of capital surplus, notice shall concurrently be given to all shareholders that the dividend is being paid out of capital surplus. When a dividend is paid in shares without par value, notice shall concurrently be given to the shareholders receiving the dividend, of the allocated value of the dividend shares.
B. If the corporation has no surplus available for dividends, it may pay dividends out of its net profits for the then current or the preceding fiscal year or both; except that no dividend shall be paid (1) at a time when the corporation's assets are exceeded by its liabilities, or when the net assets are less than the aggregate amount payable on liquidation upon the issued shares, if any, which have a preferential right to participate in the corporation's assets in event of liquidation, or (2) which would reduce the assets below the liabilities, or which would reduce the net assets below the aggregate amount payable on liquidation upon the issued shares, if any, which have a preferential right to participate in the corporation's assets in event of liquidation. R.S. 12:62(E) and (F) shall apply to the computation of net profits for the purpose of dividends.
C. No dividend shall be paid in shares, other than treasury shares, except upon transfer, to stated capital from surplus, of (1) an amount not less than the aggregate par value of the par-value shares so issued, and (2) such amount as the directors may determine in respect of shares without par value so issued; and no dividend payable in shares of any class shall be paid to shareholders of any other class, unless (1) the articles so permit, or (2) such payment is authorized, by vote of a majority of the voting power present, by the holders of the shares of the class in which the payment is to be made.
