---
title: "Prepare board papers for a share issue or a purchase of the corporation's own shares"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-board-and-shareholder-papers-for-a-share-issue-buy-back-or-capit/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-T1-R7-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare board papers for a share issue or a purchase of the corporation's own shares

> Draft the board resolutions from the numbers, the price and the purpose the lawyer supplies, with a blank for any figure not supplied. Do not state that capital is unimpaired.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-board-and-shareholder-papers-for-a-share-issue-buy-back-or-capit/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Draft the board resolutions from the numbers, the price and the purpose the lawyer supplies, with a blank for any figure not supplied. Do not state that capital is unimpaired. |
| What the lawyer must review | Section 152: the consideration for stock is paid in the form and manner the board determines. The board may authorize stock to be issued for cash, any tangible or intangible property, any benefit to the corporation, or any combination, in the numbers, at the times and for the consideration set out in a board resolution. A resolution may delegate to a person or body the authority to enter into transactions to issue stock, if it fixes a maximum number of shares, a time period during which the shares may be issued, and the minimum consideration. No such resolution shall permit that person or body to issue stock to itself. Section 160: a corporation may purchase its own shares, but it shall not purchase or redeem them for cash or other property when its capital is impaired or when the purchase or redemption would impair its capital. A corporation other than a nonstock corporation may purchase or redeem out of capital shares that have a preference on a distribution of assets, or, if no preference shares are outstanding, any of its shares, if those shares will be retired on acquisition and the capital is reduced in accordance with §§ 243 and 244. You open §§ 243 and 244 before any purchase out of capital. The same paragraph also speaks to a note or similar obligation given for the shares. You read that sentence. You decide whether capital is impaired. You check every resolution before it is circulated. This is Delaware. |
| Written for | United States |
| Applies to | [Prepare board and shareholder papers for a share issue, buy-back or capital reduction](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-board-and-shareholder-papers-for-a-share-issue-buy-back-or-capit.md) |

## Checking plan

- What the AI does: Draft the board resolutions from the numbers, the price and the purpose the lawyer supplies, with a blank for any figure not supplied. Do not state that capital is unimpaired.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Sections 243 and 244 are named in the exception and were not opened. Do not treat every purchase of the corporation's own shares as prohibited, or as permitted.
- There is no Australian financial-assistance timetable in these sections.

## Sources

- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter V (stock and dividends)](https://delcode.delaware.gov/title8/c001/sc05/index.html) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Delaware board action by unanimous written consent](https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-board-written-consent.md) | Other | Yellow | Unanimous written consent for the board of a Delaware corporation, under DGCL § 141(f). Every director, or every member of the committee, must consent. The certificate and bylaws are read first. |
| [Delaware stockholder action by written consent](https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-stockholder-written-consent.md) | Other | Yellow | Written consent of stockholders of a Delaware corporation under DGCL § 228. The consent must carry the votes that would have been required if every share entitled to vote had been present and voted,… |
| [ASIC Form 2205: notification of resolutions regarding shares](https://ailawframework.com/precedents/commercial-and-corporate-advisory/form-asic-2205-share-resolutions.md) | Form | Yellow | Link to ASIC Form 2205. The form page says it notifies a resolution about shares, with no fee, and it sets lodging periods for the resolutions it lists. |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*