78.242 - Restrictions on transfer of stock.
78.242 Restrictions on transfer of stock.
1. Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a corporation, if permitted by this section, may be enforced against the holder of the restricted stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.
2. A restriction on the transfer or registration of transfer of the stock of a corporation may be imposed by the articles of incorporation or by the bylaws or by an agreement among any number of stockholders or between one or more stockholders and the corporation. No restriction so imposed is binding with respect to stocks issued before the adoption of the restriction unless the stockholders are parties to an agreement or voted in favor of the restriction.
3. A restriction on the transfer or the registration of transfer of shares is valid and enforceable against the transferee of the stockholder if the restriction is not prohibited by other law and its existence is noted conspicuously on the front or back of the stock certificate or is contained in the statement of information required by NRS 78.235. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
4. A restriction on the transfer or registration of transfer of stock of a corporation is permitted, without limitation by this enumeration, if it:
(a) Obligates the stockholder first to offer to the corporation or to any other stockholder or stockholders of the corporation or to any other person or persons or to any combination of the foregoing a prior opportunity, to be exercised within a reasonable time, to acquire the stock;
(b) Obligates the corporation or any holder of stock of the corporation or any other person or any combination of the foregoing to purchase stock which is the subject of an agreement respecting the purchase and sale of the stock;
(c) Requires the corporation or any stockholder or stockholders to consent to any proposed transfer of the stock or to approve the proposed transferee of stock;
(d) Prohibits the transfer of the stock to designated persons or classes of persons, and such designation is not manifestly unreasonable; or
(e) Prohibits the transfer of stock:
(1) To maintain the corporation’s status when it is dependent on the number or identity of its stockholders;
(2) To preserve exemptions under federal or state laws governing taxes or securities, including, without limitation, the qualification of the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto; or
(3) For any other reasonable purpose.
5. For the purposes of this section, “stock” includes a security convertible into or carrying a right to subscribe for or to acquire stock.
(Added to NRS by 1969, 112; A 1991, 1226; 2005, 2180)