{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1033","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1033","heading":"Issuance of stock, lawful consideration - Fully paid","body":"stock.\n\nISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK\n\nA. The consideration, as determined pursuant to the provisions\n\nof subsections A and B of Section 1034 of this title, for\n\nsubscriptions to, or the purchase of, the capital stock to be issued\n\nby a corporation shall be paid in the form and manner that the board\n\nof directors shall determine. The board of directors may authorize\n\ncapital stock to be issued for consideration consisting of cash, any\n\ntangible or intangible property or any benefit to the corporation,\n\nor any combination thereof, except for services to be performed.\n\nStock may be issued in one or more transactions in the numbers, at\n\nthe times, and for the consideration as set forth in a resolution of\n\nthe board of directors.\n\nB. In addition to the board of directors, a resolution of the\n\nboard of directors may delegate to a person or body the authority to\n\nenter into one or more transactions to issue stock. With respect to\n\nsuch transactions, shares of stock may be issued in the numbers, at\n\nthe times, and for the consideration as such person or body may\n\ndetermine, provided the resolution fixes:\n\n1. A maximum number of shares that may be issued under such\n\nresolution;\n\n2. A period during which such shares may be issued; and\n\n3. A minimum amount of consideration for which such shares may\n\nbe issued.\n\nNo resolution shall permit a person or body to issue stock to\n\nsuch person or body.\n\nC. Any provision of a resolution described by subsection A or B\n\nof this section may be made dependent on facts ascertainable outside\n\nthe resolution, provided the manner in which such facts shall\n\noperate upon the resolution is clearly and expressly set forth in\n\nthe resolution. As used in this subsection, “facts” includes but is\n\nnot limited to the occurrence of any event, including a\n\ndetermination or action by any person or body including the\n\ncorporation; provided, if the resolution delegates to a person or\n\nbody the authority to enter into one or more transactions to issue\n\nstock under subsection B of this section, the provisions described\n\nin paragraphs 1 through 3 of subsection B of this section shall not\n\nbe made dependent on a determination or action by such person or\n\nbody.\n\nD. In the absence of actual fraud in the transaction, the\n\njudgment of the directors as to the value or minimum amount of\n\nconsideration received by the corporation for the issuance of stock\n\nshall be conclusive. The capital stock issued in accordance with\n\nthe provisions of this section shall be deemed to be fully paid and\n\nnonassessable stock upon receipt by the corporation of such\n\nconsideration. Nothing contained in this section shall prevent the\n\nboard of directors from issuing partly paid shares in accordance\n\nwith the provisions of Section 1037 of this title.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"1e683c0066f482e959bc081c5f15cf9f7a788e70f6427eb10c7f29118cd9e296","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1032","next":"us-ok/okla.-stat.-tit.-18-18-1034"},"notice":"GroundRules: Original legal text. Not legal advice."}