31A-5-304. Promoter stock.
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Effective 5/7/2025
31A-5-304. Promoter stock.
(1)While the organization permit is effective, the incorporators, directors, and principal officers of a stock corporation shall in the aggregate subscribe and pay, at the public offering price, at least $150,000 in cash or in property of equivalent value approved by the commissioner under Subsection 31A-5-207(1)(a) or (2)(a) , for shares offered by the corporation under the organization permit.
(a)Certificates representing promotional securities and any stock received on those shares as the result of a stock dividend, stock split, or exercise of preemptive or conversion rights, shall be placed in escrow with a depository satisfactory to the commissioner under an agreement providing that the shares may not be transferred without the approval of the commissioner.
(b)If the corporation issues any life insurance policies, any shares subject to this section shall be released from escrow five years after issuance of the certificate of authority. In other cases, the shares shall be released from escrow three years after issuance of the certificate of authority.
(3)The commissioner's approval of the transfer of promoter stock under Subsection (2)(a) :
(a)shall be granted upon request, if the corporation has made an addition to earned surplus in each of the two immediately preceding years of at least 15% of the capital and surplus raised by the sale of shares under the organization permit; and
(b)may be granted upon a showing of hardship by the shareholder or the shareholder's estate or legatee, if the release from escrow of the shares or a portion of the shares would not, in the commissioner's opinion, endanger the interests of insureds or the public.
(4)For three years after the issuance of the certificate of authority, an option to purchase stock may be issued only under a plan approved by the commissioner.
(5)This section does not apply to promotional securities issued prior to July 1, 1986.
Amended by Chapter 302 , 2025 General Session