Nevada § 78.211 - Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future

§ 78.211. Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future

1. The board of directors may authorize shares to be issued for consideration consisting

of any tangible or intangible property or benefit to the corporation, including, but

not limited to, cash, promissory notes, services performed, contracts for services

to be performed or other securities of the corporation. The nature and amount of such consideration may be made dependent upon a formula

approved by the board of directors or upon any fact or event which may be ascertained

outside the articles of incorporation or the resolution providing for the issuance

of the shares adopted by the board of directors if the manner in which a fact or event

may operate upon the nature and amount of the consideration is stated in the articles

of incorporation or the resolution. The judgment of the board of directors as to the consideration received for the

shares issued is conclusive in the absence of actual fraud in the transaction. 2. When the corporation receives the consideration for which the board of directors

authorized the issuance of shares, the shares issued therefor are fully paid. Shares that are issued are outstanding shares unless such shares are treasury shares. 3. The corporation may place in escrow shares issued for a contract for future services

or benefits or a promissory note, or make any other arrangements to restrict the transfer

of the shares. The corporation may credit distributions made for the shares against their purchase

price, until the services are performed, the benefits are received or the promissory

note is paid. If the services are not performed, the benefits are not received or the promissory

note is not paid, the shares escrowed or restricted and the distributions credited

may be cancelled in whole or in part. 4. For the purposes of this section, “ benefit to the corporation ” includes, without limitation, the authorization of the issuance of shares to up

to 100 persons without consideration for the sole purpose of qualifying the corporation

as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto.