Whether shares can be issue for promised labor is dependant on the state where you are incorporated. Some states permit this transaction while others do not.
With regard to your second question:
when such a provion is found in a general incorporation act or in the by-laws of a corporation, it is intended to prescribe a method of transfer which shall be deemed effectual, as between the corporation and its stockholders, in all matters relating to the internal government and management of the corporation, rather than to prescribe a
method of transfer which must be observed as between a stockholder and
Notwithstanding such a provision in the charter of a corporation, a stockholder thereof may typically divest himself of all beneficial interest in his stock by (1) a written assignment of the same and a delivery of his stock certificate, or by (2) the indorsement and delivery of his stock certificate, or by (3) the delivery of his stock
certificate without indorsement, although no transfer is made on the books of
A transfer of his stock in either of the two ways first above indicated, although such transfer is not registered on the corporate books, estops the stockholder from claiming any further title to the stock so transferred, as against subsequent bona fide purchasers thereof for value.
In other words the pharse means that it is only a transfer of a right to have new certificates issued upon surrender of the old ones. This way the corporation can keep track of and identify who its current shareholders are.
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