N.D. Cent. Code § 10-19.1-63

10-19.1-63. Consideration for shares - Value and payment - Liability

1. Consideration for the issuance of shares may be paid, in whole or in part, in money; in

other property, tangible or intangible; or in labor or services actually performed for the

corporation. When payment of the consideration for which shares are to be issued is

received by the corporation, the shares are considered fully paid and nonassessable.

Neither promissory notes nor future services constitute payment or part payment for

shares of a corporation.

2. Subject to any restrictions in the articles, a corporation may, without any new or

additional consideration, issue its own shares in exchange for or in conversion of its

outstanding shares, or, subject to authorization of share dividends, divisions, and

combinations according to section 10-19.1-61.1, issue its own shares pro rata to

shareholders or the shareholders of one or more classes or series, to effectuate share

dividends, divisions, or combinations. No shares of a class or series, shares of which

are then outstanding, shall be issued to the holders of shares of another class or

series, except in exchange for or in conversion of outstanding shares of the other class

or series, unless the issuance is expressly provided for in the articles or is approved at

a meeting by the affirmative vote of the holders of a majority of the voting power of all

shares of the same class or series as the shares to be issued.

3. The determinations of the board or the shareholders as to the amount or fair value or

the fairness to the corporation of the consideration received or to be received by the

corporation for its shares or the terms of payment, as well as the agreement to issue

shares for that consideration, are presumed to be proper if they are made in good faith

and on the basis of accounting methods, or a fair valuation or other method,

reasonable in the circumstances. Unless otherwise required by the articles, the

consideration may be less than the par value, if any, of the shares. Directors or

shareholders who are present and entitled to vote, and who, intentionally or without

reasonable investigation, fail to vote against approving an issue of shares for a

consideration that is unfair to the corporation, or overvalue property received or to be

received by the corporation as consideration for shares issued, are jointly and

severally liable to the corporation for the benefit of the then shareholders who did not

consent to and are damaged by the action, to the extent of the damages of those

shareholders. A director or shareholder against whom a claim is asserted pursuant to

this subsection, except in case of knowing participation in a deliberate fraud, is entitled

to contribution on an equitable basis from other directors or shareholders who are

liable under this section.

4. A corporation may issue only shares that are nonassessable or that are assessable

but are issued with the unanimous consent of the shareholders. "Nonassessable"

shares are shares for which the agreed consideration has been fully paid, delivered, or

rendered to the corporation.

a. The reasonable charges and expenses of organization or reorganization of a

corporation, and the reasonable expenses of and compensation for the sale or

underwriting of its shares, may be paid or allowed by the corporation out of the

consideration received by it in payment for its shares without rendering the

shares not fully paid and nonassessable.

b. If shares are issued in violation of this subsection, then the following persons are

jointly and severally liable to the corporation for the difference between the

agreed consideration for the shares and the consideration actually received by

the corporation:

(1) A director or shareholder who was present and entitled to vote but who

failed to vote against the issuance of the shares knowing of the violation;

(2) The person to whom the shares were issued; and
owing persons are

jointly and severally liable to the corporation for the difference between the

agreed consideration for the shares and the consideration actually received by

the corporation:

(1) A director or shareholder who was present and entitled to vote but who

failed to vote against the issuance of the shares knowing of the violation;

(2) The person to whom the shares were issued; and

(3) A successor or transferee of the interest in the corporation of a person

described in paragraph 1 or 2, including a purchaser of shares, a

subsequent assignee, successor, or transferee, a pledgee, a holder of any

other security interest in the assets of the corporation or shares granted by

the person described in paragraph 1 or 2, or a legal representative of or for

the person or estate of the person, which successor, transferee, purchaser,

assignee, pledgee, holder, or representative acquired the interest knowing

of the violation.

5. A pledgee or holder of any other security interest in all or any shares that have been

issued in violation of subsection 4 is not liable under subdivision b of subsection 4 if all

those shares are surrendered to the corporation. The surrender does not impair any

rights of the pledgee or holder of any other security interest against the pledgor or

person granting the security interest.

6. A pledgee, holder of any other security interest, or legal representative is liable under

subdivision b of subsection 4 only in that capacity. The liability of the person under

subdivision a of subsection 4 is limited to the assets held in that capacity for the

person or estate of the person described in paragraph 1 or 2 of subdivision b of

subsection 4.

7. Each person liable under subdivision b of subsection 4 has a full right of contribution

on an equitable basis from all other persons liable under that subdivision for the same

transaction.

8. An action may not be maintained against a person under subdivision b of subsection 4

unless commenced within two years from the date on which shares are issued in

violation of subsection 4.