DETERMINATION OF CONSIDERATION FOR SHARES

(a) Subject to Subsection (b) and Section 21.157, consideration to be received for shares must be determined: (1) by the board of directors; (2) by a plan of conversion, if the shares are to be issued by a converted corporation under the plan; or (3) by a plan of merger, if the shares are to be issued under the plan by a corporation created under the plan. (b) If the corporation's certificate of formation reserves to the shareholders the right to determine the consideration to be received for shares without par value, the shareholders shall determine the consideration for those shares before the shares are issued. The board of directors may not determine the consideration for shares under this subsection. (c) A corporation may dispose of treasury shares for consideration that may be determined by the board of directors. The consideration received for treasury shares may: (1) have a value greater or less than, or equal to, the par value, if any, of the shares; and (2) consist of the types of consideration described by Section 21.159. (d) Repealed by Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 59(1), eff. September 1, 2023.