For each issue of shares of capital stock, the board may specify that only part of the consideration received shall be capital. The board shall specify that amount in dollars. That amount shall be in excess of the aggregate par value, if any, of the shares issued. If no such board resolution is adopted (1) in a cash issue, at the time of issue, or (2) in an issue for consideration other than cash, within 60 days after the issue, then the amount of consideration allotted to capital shall be (a) in an issue of no-par stock, the full consideration, and (b) in an issue of par-value stock, its aggregate par value. In respect of any shares without par value, the amount of consideration so determined to be capital shall be the stated capital of such shares.

The excess, if any, at any given time, of the corporation’s net assets over the amount so determined to be capital shall be surplus. Net assets means the amount by which total assets exceed total liabilities.

The board may from time to time increase the corporation’s capital by transferring to the capital account a portion of the surplus. The board may allocate the additional capital to any shares of any designated class.

For purposes of this section and §§ 160 and 170, the capital of any nonstock corporation shall be zero.