§ 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.