The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Subchapter
002
:
ISSUANCE OF SHARES
(Cite as: 11A V.S.A. § 6.21)
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§ 6.21. Issuance of shares
(a) The powers granted in this section to the board of directors may be reserved to the
shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting
of any tangible or intangible property or benefit to the corporation, including cash,
promissory notes, services performed, contracts for services performed, or other securities
of the corporation.
(c) Before the corporation issues shares, the board of directors must determine that the
consideration received or to be received for shares to be issued is adequate. That
determination by the board of directors is conclusive insofar as the adequacy of consideration
for the issuance of shares relates to whether the shares are validly issued, fully
paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized
the issuance of shares, the shares issued therefor are fully paid and nonassessable.
No share shall be issued until such share is fully paid.
(e) The corporation may place in escrow shares issued for a contract for future services
or benefits or a promissory note, or make other arrangements to restrict the transfer
of the shares, and may credit distributions in respect of the shares against their
purchase price, until the services are performed, the note is paid, or the benefits
are received. If the services are not performed, the note is not paid, or the benefits
are not received, the shares escrowed or restricted and the distributions credited
may be cancelled in whole or part. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 86, eff. June 6, 2008.)