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17-6402. Lawful consideration for issuance of stock; fully paid stock. The consideration, as determined pursuant to K.S.A. 17-6403(a) and (b), and amendments thereto, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such form and in such manner as the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. The resolution authorizing the issuance of capital stock may provide that any stock to be issued pursuant to such resolution may be issued in one or more transactions in such numbers and at such times as are set forth in or determined by or in the manner set forth in the resolution, which may include a determination or action by any person or body, including the corporation, provided the resolution fixes a maximum number of shares that may be issued pursuant to such resolution, a time period during which such shares may be issued and a minimum amount of consideration for which such shares may be issued. The board of directors may determine the amount of consideration for which shares may be issued by setting a minimum amount of consideration or approving a formula by which the amount or minimum amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration, except that nothing contained herein shall prevent the board of directors from issuing partly paid shares under K.S.A. 17-6406, and amendments thereto.

History: L. 1972, ch. 52, § 29; L. 1988, ch. 99, § 10; Revived and amended, L. 1988, ch. 100, § 10; L. 2004, ch. 143, § 13; L. 2016, ch. 110, § 31; July 1.

Source or Prior Law:

17-3206; 8 Del. C. § 152.

Cross References to Related Sections:

Value of consideration for issuance of stock, see 17-6403.

Irrevocability and enforcement of stock subscription, see 17-6415, 17-6416.

Reliance by directors or designees on corporate records and statements of others, see 17-6422.

Retirement of capital stock, see 17-6603.

Law Review and Bar Journal References:

"Limited Liability Companies in Kansas," Edwin J. Hecker, Jr., 63 J.K.B.A. No. 2, 40, 44 (1994).


1. Preincorporation services are valid consideration for issuance of capital stock. Burge v. Frey, 545 F. Supp. 1160, 1171 (1982).

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