(a) The consideration received by a corporation for its shares shall constitute stated capital. If the shares have been assigned a par value, the consideration received shall constitute stated capital to the extent of the par value of such shares. Any excess of such consideration shall constitute capital surplus.

(b) A corporation may increase its stated capital by a resolution of the board of directors that contains express language to the effect that all or part of the surplus of the corporation shall be transferred to stated capital. The board of directors may direct that the amount of surplus so transferred shall be deemed to be stated capital with respect to any designated class of shares.

(c) Dividends shall not be paid out of stated capital. [Ord. 18 Part II § 7, adopted, 10/7/2008.]