N.D. Cent. Code § 10-19.1-68
This is the official text of N.D. Cent. Code § 10-19.1-68, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-68. Fractional shares
Official statutory text
10-19.1-68. Fractional shares
1. A corporation may issue fractions of a share originally or upon transfer. If it does not
issue fractions of a share, then it shall in connection with an original issuance of
shares:
a. Arrange for the disposition of fractional interests by those entitled to them;
b. Pay in money the fair value of fractions of a share as of the time when persons
entitled to receive the fractions are determined; or
c. Issue scrip or warrants in registered or bearer form that entitle the holder to
receive a certificate for a full share upon the surrender of the scrip or warrants
aggregating a full share.
2. A corporation may not pay money for fractional shares if that action would result in the
cancellation of more than twenty percent of the outstanding shares of a class or series.
A determination by the board of the fair value of fractions of a share is conclusive in
the absence of fraud. A certificated or uncertificated fractional share, and any scrip or
warrants if expressly provided, entitles the shareholder to exercise voting rights or
receive distributions. The board may cause scrip or warrants to be issued subject to
the condition the scrip or warrants become void if not exchanged for full shares before
a specified date, or that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds distributed to the holder of the scrip or
warrants, or to any other condition or set of conditions the board may impose.
1. A corporation may issue fractions of a share originally or upon transfer. If it does not
issue fractions of a share, then it shall in connection with an original issuance of
shares:
a. Arrange for the disposition of fractional interests by those entitled to them;
b. Pay in money the fair value of fractions of a share as of the time when persons
entitled to receive the fractions are determined; or
c. Issue scrip or warrants in registered or bearer form that entitle the holder to
receive a certificate for a full share upon the surrender of the scrip or warrants
aggregating a full share.
2. A corporation may not pay money for fractional shares if that action would result in the
cancellation of more than twenty percent of the outstanding shares of a class or series.
A determination by the board of the fair value of fractions of a share is conclusive in
the absence of fraud. A certificated or uncertificated fractional share, and any scrip or
warrants if expressly provided, entitles the shareholder to exercise voting rights or
receive distributions. The board may cause scrip or warrants to be issued subject to
the condition the scrip or warrants become void if not exchanged for full shares before
a specified date, or that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds distributed to the holder of the scrip or
warrants, or to any other condition or set of conditions the board may impose.
Status: in_force · Read it on the official government site
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