Delaware Code

8 Del. C. § 152 (2026)

Issuance of stock; lawful consideration; fully paid stock

✓ current as of May 2026

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(a) The consideration for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in the form and in the manner that the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation, or any combination thereof. Stock may be issued in 1 or more transactions, in the numbers, at the times and for the consideration as set forth in a resolution of the board of directors.

(b) A resolution of the board of directors may delegate to a person or body, in addition to the board of directors, the authority to enter into 1 or more transactions to issue stock, and with respect to such transactions, shares of stock may be issued in the numbers, at the times and for the consideration as such person or body may determine; provided the resolution fixes (i) a maximum number of shares that may be issued pursuant to such resolution, (ii) a time period during which such shares may be issued and (iii) the minimum consideration for which such shares may be issued. No such resolution shall permit a person or body to issue stock to such person or body.

(c) Any provision of a resolution contemplated by subsection (a) or (b) of this section may be made dependent on facts ascertainable outside the resolution, provided the manner in which such facts shall operate upon the resolution is clearly and expressly set forth in such resolution. The term “facts,” as used in this section, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation; provided that, if the resolution delegates to a person or body the authority to enter into 1 or more transactions to issue stock pursuant to subsection (b) of this section, the provisions contemplated by paragraphs (b)(i) through (iii) of this section may not be made dependent on a determination or action by such person or body.

(d) In the absence of actual fraud in the transaction, the judgment of the directors as to the value of the consideration (or minimum consideration) received by the corporation for the issuance of stock shall be conclusive. The capital stock issued in accordance with this section shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration; provided, however, nothing contained in this subsection shall prevent the board of directors from issuing partly paid shares under § 156 of this title.

(e) The minimum consideration for which shares of stock may be issued by the corporation may not be less than the consideration (if any) required under § 153 of this title.

8 Del. C. 1953, § 152; 56 Del. Laws, c. 50; 59 Del. Laws, c. 437, § 8; 74 Del. Laws, c. 326, § 3; 79 Del. Laws, c. 72, § 3; 80 Del. Laws, c. 40, § 6; 83 Del. Laws, c. 377, § 3; 84 Del. Laws, c. 98, § 1;

Notes of Decisions

Cited in 18 cases (6 in the last 5 years), 1953–2026 · leading case: Condec Corp. v. Lunkenheimer Co., 230 A.2d 769 (Del. Ch. 1967).

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Condec Corp. v. Lunkenheimer Co., 230 A.2d 769 (Del. Ch. 1967). “ustries transaction was hammered out in the latter’s offices in New York over the week-end of May 7 followed up by a decision to have Lunkenheimer issue 75,000 new shares, when a substantially smaller number of shares would have served the purpose of preserving Lunkenheimer as a…”

Bennett v. Breuil Petroleum Corp., 99 A.2d 236 (Del. Ch. 1953). “Our case involves the value of stock issued for cash.”

Ash v. Brunswick Corp., 405 F. Supp. 234 (D. Del. 1975). “8 Del.C. § 152. In sum, although the plan in certain circumstances provides for “free stock”, as plaintiff characterizes it, such stock would nonetheless be supported by valid consideration under Delaware law.”

Highlights for Child., Inc. v. Crown, 227 A.2d 118 (Del. Ch. 1966). “See also 8 Del.C. § 152. It is also contended by plaintiff that alleged board and stockholder action designed to ratify and confirm the improper issuance of plaintiff’s shares to Mr.”

In Re Seminole Oil & Gas Corp., 150 A.2d 20 (Del. Ch. 1959). “, and 8 Del.C. § 152. The foregoing conclusion is based upon the following findings of fact: A.”

Lewis v. Scotten Dillon Co., 306 A.2d 755 (Del. Ch. 1973). “8 Del.C. § 152 states in part: . . In the absence of actual fraud in the transaction, the judgment of the directors, as to the value of such labor, property, real estate or leases thereof shall be conclusive.”

Norton v. Digit. Applications, Inc., 305 A.2d 656 (Del. Ch. 1973). “I turn now to defendant’s claim that 38,000 out of 300,000 shares issued and delivered to Norton may not be voted by him because they were not issued for valid consideration. The law is clear that future profits are not valid consideration for the issuance of stock in a Delaware…”

Roy Mitchell Edmondson v. Daniel Oakes (Del. Ch. 2026). · cites it 3× “The April 2025 Issuance Edmondson relies on a strict reading of 8 Del. C. § 152, which states that stock may issue only upon valid board authorization.”

Iroquois Indus., Inc. v. Lewis, 318 A.2d 134 (Del. 1974). “It then held that the record herein demonstrated a triable issue of fraud under 8 Del.C. § 152, and that “given the significant difference in ‘value’ on the respective sides (as shown by the market prices for shares), the key position of Fox in the negotiation and his failure to…”

Salzberg v. Sciabacucchi (Del. 2020). “shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by such subscriber’s agent.”

Show all 18 citing cases →

— 8 Del. C. § 152(a) — 1 case

Foley v. Session Corp. (Del. Ch. 2025).

— 8 Del. C. § 152(c) — 1 case

West Palm Beach Firefighters' Pension Fund v. Moelis & Co. (Del. Ch. 2024).

— 8 Del. C. § 152(d) — 1 case

New Enter. Assocs. 14, L.P. v. Rich (Del. Ch. 2023).

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