288 LAWS OF MARYLAND [CH. 135

labor or future services or obligations of the purchaser for
future payments shall not constitute payment or part payment
for shares of stock or convertible securities of a corporation,
but may constitute payment for warrants or options as afore-
said if paid or performed prior to the issue by the corporation
of the shares of stock or convertible securities subject to the
said warrants or options.

(b) When payment of the consideration for which any such
shares of stock or convertible securities are to be issued has
been received by the corporation, such shares of stock or con-
vertible securities shall be deemed to be full paid and non-
assessable.

(c) In the absence of actual fraud in the transaction, any
valuation fixed by the board of directors, or as set forth in the
charter of the corporation, of consideration to be received for
shares of stock or convertible securities shall be conclusive for
all purposes.

19. (Capital Account. ) Every corporation of this State
shall keep its books so as to show what money or other con-
sideration was received by the corporation for the stock issued
by it and the number and par or stated value of the shares

of each class issued for the same, and to show what money

or other consideration was received by the corporation for
convertible securities issued by it and the number and par

value of the shares of each class of stock into which such

securities are convertible. BY IT AND THE NUMBER OF,
AND THE STATED CAPITAL ATTRIBUTABLE TO, THE
SHARES OF EACH CLASS ISSUED FOR THE SAME,
AND TO SHOW WHAT MONEY OR OTHER CONSIDERA-
TION WAS RECEIVED BY THE CORPORATION FOR
CONVERTIBLE SECURITIES ISSUED BY IT.

20. (Determination of Amount of Stated Capital. ) (a)
The entire consideration received by a corporation for the issu-
ance of its stock having par value, shall, to the extent of the
aggregate par value thereof, be stated capital. Any such con-
sideration in excess of the par value shall be capital surplus.

(b) The entire consideration received by a corporation for
the issuance of its stock without par value shall constitute

stated capital, except to such extent as the board of direc-

tors, prior to the issue of such stock, may determine to

allocate a part of such consideration to capital surplus. No
such allo- STATED CAPITAL, EXCEPT SUCH PORTION
THEREOF AS THE BOARD OF DIRECTORS, PRIOR TO
THE ISSUANCE OF SUCH STOCK, MAY HAVE DETER-
MINED TO ALLOCATE TO CAPITAL SURPLUS. NO