N.Y. Business Corporation Law § 506: Determination of stated capital

§ 506. Determination of stated capital.

(a) Upon issue by a corporation of shares with a par value, the

consideration received therefor shall constitute stated capital to the

extent of the par value of such shares.

(b) Upon issue by a corporation of shares without par value, the

entire consideration received therefor shall constitute stated capital

unless the board within a period of sixty days after issue allocates to

surplus a portion, but not all, of the consideration received for such

shares. No such allocation shall be made of any portion of the

consideration received for shares without par value having a preference

in the assets of the corporation upon involuntary liquidation except all

or part of the amount, if any, of such consideration in excess of such

preference, nor shall such allocation be made of any portion of the

consideration for the issue of shares without par value which is fixed

by the shareholders pursuant to a right reserved in the certificate of

incorporation, unless such allocation is authorized by vote of the

shareholders.

(c) The stated capital of a corporation may be increased from time to

time by resolution of the board transferring all or part of the surplus

of the corporation to stated capital. The board may direct that the

amount so transferred shall be stated capital in respect of any

designated class or series of shares.