123.55. A company may acquire fully paid-up shares it has issued to avoid, in whole or in part, the splitting of its shares or to carry out an unassignable contract under which it has an option to purchase or must purchase shares owned by one of its directors, officers or employees.
In no case, however, may a company pay for the shares where there is reasonable ground to believe that, as a consequence,
(1) it could not discharge its liabilities when due, or
(2) the book value of its assets would be less than the aggregate of its liabilities and the sums necessary for the payment, in case of redemption or winding-up, of the shares payable by preference.
1979, c. 31, s. 27; 1980, c. 28, s. 14.