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Mar
24 • 2017
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What consideration can be paid or given for the issuance of shares in my corporation?

Shares of stock may be issued only upon the payment or receipt of consideration that is determined to be sufficient by the board of directors (unless the company’s articles of incorporation provide for consideration to be determined by the shareholders). See Cal. Corp. Code § 409. Consideration may, of course, consist of the payment of a sum of money, but stock can also be issued in return for: labor done for, or services actually rendered to or for the benefit of, the corporation; the cancellation of debts owed by the corporation; or tangible or intangible property actually received by the corporation. The corporation cannot, however, issue shares in return for future services to be rendered to the corporation or unsecured promissory notes. If the directors decide to issue shares in return for something other than money, the board must adopt a resolution stating its determination as to the fair value to the corporation of the labor, services, property, etc. received for the shares. The judgment of the directors as to the value of the consideration paid or given for the shares is conclusive, unless there is fraud in the transaction.