Sec. 33-678. Restriction on transfer of shares and other securities.
Sec. 33-678. Restriction on transfer of shares and other securities. (a) The certificate of incorporation, the bylaws, an agreement among shareholders or an agreement
between shareholders and the corporation may impose restrictions on the transfer or
registration of transfer of shares of the corporation. A restriction does not affect shares
issued before the restriction was adopted unless the holders of the shares are parties to
the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and
enforceable against the holder or a transferee of the holder if the restriction is authorized
by this section and its existence is noted conspicuously on the front or back of the
certificate or is contained in the information statement required by subsection (b) of
section 33-677. Unless so noted, a restriction is not enforceable against a person without
knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) To maintain the corporation's status when it is dependent on the number or identity
of its shareholders; (2) to preserve exemptions under federal or state securities law; (3)
for any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate
the shareholder first to offer the corporation or other persons separately, consecutively
or simultaneously an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons separately, consecutively or simultaneously to acquire the restricted shares; (3) require the corporation, the holders of any class of its shares or another
person to approve the transfer of the restricted shares, if the requirement is not manifestly
unreasonable; (4) prohibit the transfer of the restricted shares to designated persons or
classes of persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, "shares" includes a security convertible into or
carrying a right to subscribe for or acquire shares.
(P.A. 94-186, S. 50, 215; P.A. 96-271, S. 41, 42, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation and amended Subsec. (c) to make a technical change, effective January 1, 1997.