- The directors, subject to any restrictions in the charter, may declare and pay dividends upon the shares, either
- out of the corporation’s surplus, as defined in §§ 154 and 244, or
- if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
No dividend shall be declared or paid while the corporation’s capital, computed in accordance with §§ 154 and 244, is less than the capital represented by all outstanding shares having a preference upon the distribution of assets.
The foregoing does not affect a corporation’s obligation given as dividend at a time when the corporation could lawfully declare and pay dividends, nor any payments made on such obligation.
- Subject to any restrictions in the charter, the directors of any corporation engaged in the exploitation of wasting assets (including the exploitation of natural resources or patents, or primarily the liquidation of specific assets) may determine the net profits therefrom without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation or exploitation.