Sec. 21.161. AMOUNT OF CONSIDERATION FOR ISSUANCE OF CERTAIN SHARES. (a) Consideration to be received by a corporation for the issuance of shares with par value may not be less than the par value of the shares. (b) The part of the surplus of a corporation that is transferred to stated capital on the issuance of shares as a share distribution is considered to be the consideration for the issuance of those shares. (c) The consideration received by a corporation for the issuance of shares on the conversion or exchange of its indebtedness or shares is: (1) the principal of, and accrued interest on, the indebtedness exchanged or converted, or the stated capital on the issuance of the shares; (2) the part of surplus, if any, transferred to stated capital on the issuance of the shares; and (3) any additional consideration paid to the corporation on the issuance of the shares. (d) The consideration received by a corporation for the issuance of shares on the exercise of rights or options is: (1) any consideration received by the corporation for the rights or options; and (2) any consideration received by the corporation for the issuance of shares on the exercise of the rights or options.
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