| (a) For franchise tax purposes "stated capital" has the same meaning as defined in the Texas Business Corporation Act. The Texas Business Corporation Act, Article 1.02, defines "stated capital" as the sum of: (1) the par value of all shares of the corporation having a par value that have been issued; (2) the consideration fixed by the corporation in the manner provided by the Texas Business Corporation Act, Article 2.15, for all shares of the corporation without par value that have been issued, except such part of the consideration that is actually received therefor (which part must be less than all of that consideration) that the board by resolution adopted no later than 60 days after the issuance of those shares may have allocated to surplus; and (3) such amounts not included in paragraphs (1) and (2) of this subsection as have been transferred to stated capital of the corporation, whether upon the payment of a
share dividend or upon adoption by the board of directors of a resolution directing that all or part of surplus be transferred to stated capital, minus all reductions from such sum as have been effected in a manner permitted by law. (b) Treasury shares are included in stated capital until the shares are cancelled and restored to the status of authorized but unissued shares in accordance with the laws of the state in which a corporation is incorporated. See §3.551 of this title (relating to Taxable Capital: Surplus) for an explanation of how treasury shares affect surplus. (c) Redeemable preferred stock is included in stated capital, unless it is debt.
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