Corporate Stock-Transfer Restriction and Certificate-Legend Requirements by State
How may an ordinary domestic private business corporation or its shareholders impose and enforce a restriction on transferring or owning shares, including authorized sources and purposes, permitted restriction types, existing-share consent, certificate or uncertificated-share notice, transferee knowledge, reasonableness, amendment, and securities-law boundaries?
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Every entry, oldest check August 25, 2026
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What this survey covers
A valid restriction and a binding restriction are not always the same thing. State corporation statutes may authorize a restriction in the articles, bylaws, or an agreement, yet protect a later transferee unless the certificate or uncertificated-share record gives the notice the statute requires. The rule for already-issued shares may add a separate holder-consent or vote gate.
This survey follows the restriction from its authorized source and adoption through existing-share effect, permitted restriction types, statutory purpose and reasonableness tests, certificate or electronic notice, actual knowledge, and the stated effect on holders and later transferees. It reports those corporate-law mechanics without selecting a restriction, setting a price, or deciding a disputed restraint's enforceability.
The comparison axes
The instrument and existing-share columns come first because authorization to place a restriction in one record does not necessarily authorize every actor to adopt it or make it retroactive. A shareholder agreement may bind its parties while a charter or bylaw provision may use a different approval route. Shares already outstanding frequently require the holder to agree or vote in favor.
Restriction type and purpose are separate axes. Some statutes enumerate first- offer, purchase, consent, and prohibited-transferee terms; others also address ownership caps, mandatory or automatic transfers, tax attributes, regulated status, or broad lawful restrictions. Reasonableness may apply to the purpose, the restriction as a whole, only consent and designated-person terms, or a residual category.
Notice is a third axis. A conspicuous certificate legend, a statement that a restriction exists, a reference to its source, an information statement, or an uncertificated-share notice can have different statutory effects. Actual knowledge may cure missing notice for one transferee without curing the corporation's records for everyone else.
Why a state comparison matters
Delaware expressly reaches transfer, registration, and the amount of securities owned; authorizes restrictions in the certificate, bylaws, or security-holder agreements; and lists offer, purchase, approval, mandatory or automatic transfer, and designated-owner forms. It also treats specified tax and regulatory purposes as conclusively reasonable. 8 Del. C. § 202.
Florida follows a narrower enumerated structure. Its statute authorizes article, bylaw, shareholder-agreement, and corporation-holder-agreement restrictions for status, securities-law exemption, or another reasonable purpose, and lists offer, purchase, approval, and designated-person prohibitions. Fla. Stat. § 607.0627.
Washington uses the same core categories but separates a reasonable-purpose test from manifest-unreasonableness limits on approval and prohibited-person terms. It makes conspicuous certificate or information-statement notice the ordinary route against a transferee without knowledge. RCW 23B.06.270.
California instead expressly authorizes reasonable article restrictions and requires a conspicuous statement that shares are restricted on the certificate and specified uncertificated-share statements. Without that statement, the restriction is not enforceable against a transferee lacking actual knowledge. Cal. Corp. Code §§ 204 and 418.
Scope boundaries
This is a corporate-law authorization and notice survey for ordinary domestic private business corporations. It does not prepare or approve a restriction, price shares, value a business, decide reasonableness or fiduciary fairness, trace UCC Article 8 priority, satisfy securities-registration legends, design a tax or regulatory ownership cap, administer a public-company defense, or predict contract and litigation remedies. Those questions require the complete governing documents, ownership and transaction records, securities system, and current specialist law.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, security, holder, and scope | Authorized instrument, actor, and adoption | Existing shares, holder consent, and effect | Offer, purchase, consent, and prohibited-transferee terms | Ownership cap, automatic transfer, tax, and regulatory routes | Reasonableness, manifest unreasonableness, and public policy | Certificate legend, uncertificated notice, and actual knowledge | Transferee, successor, fiduciary, and stated legal effect | UCC, securities, public-company, valuation, and fiduciary boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-26 | Ala. Code §§ 10A-2A-6.27, 10A-1-3.41 to -3.45; ordinary domestic business corporation; transfer/registration restrictions; corporation, holder, and transferee; stock includes convertible securities and subscription/acquisition rights |
Certificate of incorporation, bylaws, agreement among stockholders, or agreement between stockholders and corporation; no separate adoption actor or filing step stated beyond earlier-stock party/vote gate (§ 10A-2A-6.27(a)) |
Earlier-issued stock unaffected unless holders are restriction-agreement parties or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 10A-2A-6.27(a)) |
First offer; corporation/other-person acquisition obligation; class/series-holder or other-person approval if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable; corporation refusal to transfer (§ 10A-2A-6.27(d)) |
Stockholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 10A-2A-6.27(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 10A-2A-6.27(c)-(d)) |
Conspicuous certificate notation; written uncertificated notice after issue/transfer, or governing-document information plus owner copy. Missing notice protects person without knowledge; actual knowledge permits enforcement (§§ 10A-2A-6.27(b), 10A-1-3.42(d), -3.45) |
Authorized, noticed restriction enforceable against corporation, holder, or holder's transferee; omission yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 10A-2A-6.27(b)) |
Uncertificated notice operates in accordance with Alabama UCC Article 8 (§ 10A-1-3.45); securities legends, UCC priority, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Alaska verified 2026-08-26 | Alaska Stat. §§ 10.06.210, 10.06.349, 10.06.424, 45.01.212, and 45.08.204; ordinary domestic corporation; articles transfer/hypothecation restriction and unanimous-agreement transfer/registration restriction; holder, shareholder, acquirer, person, and registered owner; agreement shares include convertible and subscription/acquisition-right security |
Articles may state reasonable class/series transfer or hypothecation restriction. Separate § 10.06.424 agreement must be among all shareholders; no corporation-party, bylaw, board-only, or fewer-than-all-shareholder agreement route stated there (§§ 10.06.210(2), 10.06.424(a)) |
After-adopted articles restriction does not bind earlier shares unless holders voted for it. Agreement requires all shareholders; shares issued before notice compliance and later acquired by no-knowledge person are not subject (§§ 10.06.210(2), 10.06.424(a), (d)) |
All-shareholder agreement may use first offer; corporation/other-person acquisition obligation; corporation/class-holder/other-person approval if not manifestly unreasonable; participation-control purpose; no separate designated-person prohibition stated (§ 10.06.424(a)(3), (6)-(8)) |
S-corporation and number/identity-dependent status and securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, REIT, or general regulatory-compliance route stated (§ 10.06.424(a)) |
Articles transfer/hypothecation restriction must be reasonable; agreement approval term not manifestly unreasonable and residual purpose reasonable; no separate overall public-policy or conclusive-purpose rule stated (§§ 10.06.210(2), 10.06.424(a)(8)-(9)) |
Agreement existence conspicuously on certificate plus principal-office filing and inspection/free-copy statement; uncertificated existence statement within reasonable time. UCC requires conspicuous certificate or registered-owner notification and defines knowledge as actual (§§ 10.06.424(c), 45.01.212(b), 45.08.204) |
Shares issued before agreement-notice compliance are not subject if acquired by no-knowledge person. UCC issuer restriction ineffective against no-actual-knowledge person absent certificate/registered-owner notice. No separate successor/fiduciary class, purchaser rescission, void-transfer rule, or damages remedy stated (§§ 10.06.424(d), 45.08.204) |
Alaska Stat. § 45.08.204 independently governs issuer-restriction notice; § 10.06.424(e) preserves named nonwaivable corporation provisions. Securities registration, intermediaries, public-company defenses, valuation, funding, tax execution, fiduciary outcomes, and other remedies remain outside scope |
| Arizona verified 2026-08-26 | A.R.S. §§ 10-626 to -627; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 10-627(A)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate amendment or renewed-assent rule stated (§ 10-627(A)) |
First offer; corporation/other-person acquisition obligation or permission; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 10-627(D)(1)-(4)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 10-627(C)) |
Other purpose must be reasonable; approval, designated-person prohibition, and any other restriction must not be manifestly unreasonable (§ 10-627(C)-(D)) |
Restriction's existence conspicuously on certificate front/back or in § 10-626(B) written statement sent within reasonable time; omission protects person without knowledge (§ 10-627(B)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 10-627(B)) |
Preserving federal/state securities-law exemptions is authorized; restricted-securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Arkansas verified 2026-08-26 | Arkansas Business Corporation Act of 1987, Ark. Code §§ 4-27-626 to -627; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 4-27-627(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 4-27-627(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 4-27-627(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 4-27-627(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 4-27-627(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 4-27-626(b) written statement sent within reasonable time; omission protects person without knowledge (§ 4-27-627(b)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 4-27-627(b)) |
Preserving federal/state securities-law exemptions is authorized; securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| California verified 2026-08-25 | Cal. Corp. Code §§ 204, 416, 418; ordinary domestic corporation; shares of any class/series; transfer or hypothecation; purchaser/transferee notice; separate close-corporation branch |
Articles expressly; lawful agreements preserved between their parties. Surveyed provisions state no ordinary bylaw route or separate adoption actor/vote beyond existing-holder approval (§ 204(a)-(b)) |
Restriction does not bind shares issued before adoption unless those holders voted for it; a lawful agreement remains enforceable between its parties (§ 204(a)-(b)) |
Reasonable transfer/hypothecation restrictions; surveyed provisions do not separately list offer, purchase, approval, or prohibited-person forms (§ 204(b)) |
No ordinary cap, automatic-transfer, tax, or regulatory route stated here. Close-corporation certificates use a no-more-than-35-holder legend and void a violating voluntary inter vivos transfer (§ 418(c)-(d)) |
Article restriction must be reasonable; agreement-between-parties preservation is limited to lawful terms not otherwise contrary to public policy (§ 204(a)-(b)) |
Conspicuous fact-of-restriction on certificate, initial transaction statement, and written statements; uncertificated systems substitute purchaser notice. Omission protects a transferee without actual knowledge (§§ 416(b), 418(a)-(b)) |
Without required statement, no enforcement against transferee lacking actual knowledge; transferee includes purchaser from corporation. Close-corporation violating transfer is void only when the required legend appears (§ 418(b),(d)) |
§ 416(b) separates corporate notice from SEC-approved, federal, and Commercial Code systems; securities legends, UCC priority, valuation, remedies, fiduciary outcomes, and public-company defenses remain outside scope |
| Colorado verified 2026-08-26 | C.R.S. §§ 7-106-207 to -208; ordinary domestic corporation; transfer or registration of transfer; holder/transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement among shareholders and corporation; no separate adoption actor or filing step stated beyond the earlier-share knowledge, agreement, vote, or consent gate (§ 7-106-208(1)) |
Earlier-issued share affected only if holder acquired with knowledge, is party to restriction agreement, voted for restriction, or otherwise consented; no separate amendment or renewed-assent rule stated (§ 7-106-208(1)) |
First offer; corporation/other-person acquisition obligation; approval by one or more persons, including corporation/shareholders, if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 7-106-208(4)) |
Shareholder-number/identity status and federal/state/local entitlement, benefit, or exemption purposes authorized; no separate ownership cap or automatic-transfer form stated (§ 7-106-208(3)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 7-106-208(3)-(4)) |
Restriction's existence conspicuously on certificate front/back or in § 7-106-207(2) written statement sent within reasonable time; omission protects person without knowledge (§§ 7-106-207(2), 7-106-208(2)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 7-106-208(2)) |
Preserving federal/state/local entitlements, benefits, or exemptions is authorized; securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Connecticut verified 2026-08-26 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-677 to 33-678; ordinary domestic stock corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Certificate of incorporation, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 33-678(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 33-678(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 33-678(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 33-678(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 33-678(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 33-677(b) written statement sent within reasonable time; omission protects person without knowledge (§ 33-678(b)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 33-678(b)) |
Preserving federal/state securities-law exemptions is authorized; securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Delaware verified 2026-08-26 | 8 Del. C. §§ 151(f), 202; 6 Del. C. §§ 1-202, 8-204; ordinary domestic corporation; written transfer, registration-of-transfer, and ownership-amount restrictions; security holder, successor, transferee, executor, administrator, trustee, guardian, other fiduciary, person, and registered owner; securities rather than shares only |
Certificate of incorporation, bylaws, agreement among any number of security holders, or agreement among holders and corporation; no separate actor, filing, or vote stated beyond earlier-security party/vote gate (§ 202(b)) |
Earlier-issued security not bound unless holders are agreement parties or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 202(b)) |
Prior acquisition opportunity exercisable within reasonable time; corporation/holder/other-person purchase duty; consent to transfer, transferee, or amount owned; designated-person/class/group transfer or ownership prohibition if not manifestly unreasonable (§ 202(c)) |
Amount-owned limits and approval; holder sale/transfer duty or automatic sale/transfer. Tax safe harbors include S-corporation status, tax attributes, and REIT qualification; statutory/regulatory advantages and compliance may be local/state/federal/foreign (§ 202(c)-(d)) |
Designated-owner restriction not manifestly unreasonable; listed tax/regulatory purposes conclusively presumed reasonable; any other lawful transfer, registration, or ownership-amount restriction permitted (§ 202(c)-(e)) |
Written restriction conspicuously on certificate or in § 151(f) written/electronic notice given within reasonable time after uncertificated issuance/transfer; omission makes restriction ineffective except against person with actual knowledge. UCC independently uses conspicuous certificate or registered-owner notification (§§ 202(a), 1-202(b), 8-204) |
Properly noticed restriction enforceable against holder and any successor/transferee, including executor, administrator, trustee, guardian, or like-responsibility fiduciary; omission yields ineffectiveness except against actual-knowledge person (§ 202(a)) |
6 Del. C. § 8-204 independently governs issuer-restriction notice; preserving securities exemptions is not separately named in § 202's conclusive-purpose list. Registration legends, intermediaries, public-company defenses, valuation, funding, fiduciary outcomes, and other remedies remain outside scope |
| District of Columbia verified 2026-08-26 | D.C. Code §§ 29-304.26 to -304.27, 28:1-202, and 28:8-204; ordinary domestic corporation; transfer/registration restrictions; holder, shareholder, transferee, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
Articles of incorporation, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adopting actor, filing, or shareholder-count condition stated beyond earlier-share party/vote rule (§ 29-304.27(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, surrender, amendment, or renewed-assent route stated (§ 29-304.27(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 29-304.27(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic transfer, tax-attribute, REIT, or general regulatory-compliance form stated (§ 29-304.27(c)-(d)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable; no separate overall public-policy test or conclusive-purpose rule stated (§ 29-304.27(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 29-304.26(b) written statement sent within reasonable time; omission protects person without knowledge. UCC knowledge means actual knowledge (§§ 29-304.27(b), 28:1-202(b), 28:8-204) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing corporate or UCC notice protects person without knowledge. No separate successor/fiduciary class, rescission, void-transfer rule, or fixed damages stated (§§ 29-304.27(b), 28:8-204) |
D.C. Code § 28:8-204 independently governs issuer-restriction notice; preserving federal/state securities-law exemptions is authorized. Other Article 8, securities-registration, public-company, valuation, funding, tax, fiduciary, and remedy issues remain outside scope |
| Florida verified 2026-08-26 | Fla. Stat. §§ 607.0626-.0627; ordinary domestic corporation; transfer or registration of transfer; holder/transferee; shares include convertible securities and subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; § 607.0627 states no separate adoption actor or filing step beyond the existing-share party/vote gate |
Earlier-issued shares unaffected unless their holders are parties to the restriction agreement or voted for the restriction (§ 607.0627(1)) |
First offer; corporation/other-person acquisition obligation; transfer approval if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 607.0627(4)) |
Status based on shareholder number/identity and securities-law-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or regulatory-compliance route stated (§ 607.0627(3)) |
Other purposes must be reasonable; approval requirements and designated-person/class prohibitions must not be manifestly unreasonable (§ 607.0627(3)-(4)) |
Restriction's existence conspicuously on certificate front/back or in § 607.0626(2) information statement; omission makes it unenforceable against a person without knowledge (§ 607.0627(2)) |
Authorized, noticed restriction enforceable against holder or holder's transferee; omission protects a person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 607.0627(2)) |
Preserving federal/state securities-law exemptions is an authorized purpose; registration legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract remedies remain outside this corporate-notice rule |
| Georgia verified 2026-08-26 | O.C.G.A. §§ 14-2-626 to -627; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, person with/without knowledge; shares include convertible securities and subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 14-2-627(a)) |
Earlier-issued shares unaffected unless their holders are restriction-agreement parties or voted for restriction; no separate renewed-assent rule stated (§ 14-2-627(a)) |
First offer; corporation/other-person acquisition obligation; transfer approval if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 14-2-627(d)) |
Shareholder-number/identity status and securities-law-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or regulatory-compliance form stated (§ 14-2-627(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 14-2-627(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 14-2-626(b) written statement; omission protects person without knowledge but not person with knowledge (§ 14-2-627(b)) |
Authorized, noticed restriction enforceable against holder or holder's transferee; knowledge binds despite missing notation. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 14-2-627(b)) |
Preserving federal/state securities-law exemptions is authorized; registration legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract remedies remain outside this corporate-notice rule |
| Hawaii verified 2026-08-26 | HRS §§ 414-87 to -88, 414-163, 490:1-202, and 490:8-204; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, purchaser, present/future shareholder, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
General: articles, bylaws, shareholder agreement, or shareholder-corporation agreement. Qualifying § 414-163 agreement: articles/bylaws approved by all current shareholders or written agreement signed by all and made known to corporation (§§ 414-88(a), 414-163(b)) |
General restriction: earlier-issued share requires holder agreement-party status or favorable vote. § 414-163 agreement requires all current shareholders, ordinarily all-current-shareholder amendment, and binds present/future shareholders (§§ 414-88(a), 414-163(b)) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 414-88(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated in § 414-88(c) |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable. § 414-163 residual governance/relationship route must not be contrary to public policy (§§ 414-88(c)-(d), 414-163(a)(8)) |
General: conspicuous certificate or § 414-87(b) statement; omission protects person without actual knowledge. § 414-163 agreement: conspicuous articles, certificate, or statement notice; uncertificated purchaser may need statement by purchase time (§§ 414-88(b), 414-163(c), 490:1-202, 490:8-204) |
General noticed restriction enforceable against holder/transferee; missing notice bars enforcement against no-actual-knowledge person. § 414-163 binds present/future shareholders; omission does not invalidate agreement/action but uninformed purchaser gets rescission, sued on earlier of 90 days after discovery or 2 years after purchase |
HRS § 490:8-204 independently governs issuer-restriction notice. § 414-163 agreement ends when shares become exchange-listed or regularly traded. Securities registration, intermediaries, valuation, funding, fiduciary outcomes, and other remedies remain outside scope |
| Idaho verified 2026-08-26 | Idaho Code §§ 30-29-626 to -627 and 28-1-202, 28-8-204; ordinary domestic business corporation; transfer/registration restrictions; holder, transferee, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 30-29-627(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 30-29-627(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class/series holders, or other persons may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 30-29-627(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated (§ 30-29-627(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 30-29-627(c)-(d)) |
Restriction's existence conspicuously on certificate or in § 30-29-626(b) written statement delivered within reasonable time; UCC separately requires certificate notation or registered-owner notification unless person has actual knowledge (§§ 28-1-202, 28-8-204) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement/ineffectiveness against person without actual knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated |
Idaho Code § 28-8-204 independently governs issuer-restriction notice; preserving federal/state securities exemptions is authorized. Registration legends, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside scope |
| Illinois verified 2026-08-26 | 805 ILCS 5/6.35 and 5/6.55; ordinary corporation securities; transfer/registration restrictions; holder, successor, transferee, named fiduciaries, and actual-knowledge shareholder |
Articles of incorporation, bylaws, agreement among any number of security holders, or agreement among those holders and corporation; surveyed sections state no separate adoption vote except existing-holder assent (§ 6.55(b)) |
Earlier-issued securities are not bound unless holders are agreement parties or voted for restriction; no separate amendment or renewed-assent rule stated (§ 6.55(b)) |
Prior opportunity within reasonable time; purchase obligation; corporation/class-holder consent or transferee approval; designated-person/class prohibition not manifestly unreasonable (§ 6.55(c)(1)-(4)) |
No separate ordinary ownership-cap, mandatory/automatic-transfer, or regulatory-status route stated; S-corporation status or any other corporate tax advantage is conclusively presumed reasonable (§ 6.55(d)) |
Prior opportunity must allow reasonable time; prohibited-person designation cannot be manifestly unreasonable; corporate tax-advantage purpose conclusively presumed reasonable; residual restriction must be lawful (§ 6.55(c)-(e)) |
Permitted written restriction conspicuously noted on certificate or contained in § 6.35 uncertificated-security notice; omission makes it ineffective except against shareholder with actual knowledge when becoming shareholder (§§ 6.35, 6.55(a)) |
Properly noted restriction may be enforced against holder, successor, transferee, executor, administrator, trustee, guardian, or like fiduciary; missing notice yields stated ineffectiveness subject to actual-knowledge exception (§ 6.55(a)) |
Surveyed sections state corporate authorization/notice only; UCC Article 8, securities registration, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside scope |
| Indiana verified 2026-08-26 | Ind. Code §§ 23-1-26-7 to -8; ordinary domestic corporation; class/series transfer or registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 23-1-26-8(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate amendment or renewed-assent rule stated (§ 23-1-26-8(a)) |
Nonexclusive list: first offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 23-1-26-8(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 23-1-26-8(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable; form list is expressly nonexclusive (§ 23-1-26-8(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 23-1-26-7(b) written statement sent within reasonable time; omission protects person without knowledge (§ 23-1-26-8(b)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 23-1-26-8(b)) |
Preserving federal/state securities-law exemptions is authorized; restricted-securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Iowa verified 2026-08-26 | Iowa Business Corporation Act, Iowa Code §§ 490.626 to 490.627; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 490.627(1)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 490.627(1)) |
First offer; corporation/other-person acquisition obligation; corporation, holders of any class or series, or other persons may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 490.627(4)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 490.627(3)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 490.627(3)-(4)) |
Restriction's existence conspicuously on certificate front/back or in § 490.626(2) written statement delivered within reasonable time; omission protects person without knowledge (§ 490.627(2)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 490.627(2)) |
Preserving federal/state securities-law exemptions is authorized; securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Kansas verified 2026-08-26 | K.S.A. §§ 17-6401(f), 17-6426, and 84-8-204; ordinary domestic stock corporation; security transfer, registration, and ownership amount; holder, successor, transferee, person, registered owner, and named fiduciaries |
Written restriction in articles, bylaws, agreement among any number of security holders, or agreement among holders and corporation; no separate filing or adoption actor stated beyond earlier-security assent (§ 17-6426(a)-(b)) |
Restriction not binding on securities issued before adoption unless holders are agreement parties or voted for restriction; no separate knowledge-only, other-consent, amendment, or renewed-assent route stated (§ 17-6426(b)) |
Prior opportunity within reasonable time; corporation/holder/other-person purchase duty; consent to transfer or approval of transferee; designated-person/class/group transfer or ownership limit if designation not manifestly unreasonable (§ 17-6426(c)) |
Amount-owned approval/restriction; mandatory or automatic sale/transfer; S-corporation, tax attribute/NOL, REIT, local-to-foreign tax advantage, statutory/regulatory advantage, and compliance routes (§ 17-6426(c)-(d)) |
Tax and regulatory purposes conclusively presumed reasonable; designated-person/class/group term not manifestly unreasonable; any other lawful restriction permitted (§ 17-6426(c)-(e)) |
Conspicuous certificate notation or § 17-6401(f) written/electronic notice to registered owner within reasonable time; omission makes restriction ineffective except against person with actual knowledge. UCC separately uses the same certificate/registered-owner routes (§§ 17-6401(f), 17-6426(a), 84-8-204) |
Properly noticed permitted restriction enforceable against holder, successor, or transferee, including executor, administrator, trustee, guardian, or like-responsibility fiduciary; omission yields ineffectiveness except against actual-knowledge person (§ 17-6426(a)) |
K.S.A. § 84-8-204 independently governs issuer-restriction notice. Securities-registration legends, intermediary and priority rules, public-company defenses, valuation, funding, tax execution, fiduciary outcomes, and contract or litigation remedies remain outside scope |
| Kentucky verified 2026-08-26 | KRS 271B.6-260 to -270; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (KRS 271B.6-270(1)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (KRS 271B.6-270(1)) |
First offer; corporation/other-person acquire-or-transfer obligation; mandatory transfer at agreed/formula/original-consideration price; approval if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (KRS 271B.6-270(4)) |
Shareholder-number/identity status, federal/state securities exemption, and officer/director/employee/independent-contractor equity-compensation purposes authorized; no separate ownership cap or tax-attribute route stated (KRS 271B.6-270(3)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable; compensation purpose and price forms are expressly listed (KRS 271B.6-270(3)-(4)) |
Actual knowledge independently supports enforcement; otherwise conspicuous certificate notation or KRS 271B.6-260(2) written statement sent within reasonable time. Omission protects person without knowledge (KRS 271B.6-270(2)) |
Authorized restriction enforceable against holder or transferee with actual knowledge or required notice; omission protects person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (KRS 271B.6-270(2)) |
Public benefit corporation certificates carry a separate status legend (§ 271B.6-260(3)); securities legends, UCC Article 8, public-company defenses, valuation disputes, funding, fiduciary duties, and remedies remain outside scope |
| Louisiana verified 2026-08-26 | La. R.S. 12:1-626 to -627; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (R.S. 12:1-627(A)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (R.S. 12:1-627(A)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (R.S. 12:1-627(D)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (R.S. 12:1-627(C)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (R.S. 12:1-627(C)-(D)) |
Restriction's existence conspicuously on certificate front/back or in R.S. 12:1-626(B) written statement sent within reasonable time; omission protects person without knowledge (R.S. 12:1-627(B)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (R.S. 12:1-627(B)) |
Preserving federal/state securities-law exemptions is authorized; securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Maine verified 2026-08-26 | 13-C M.R.S. §§ 627-628 and 743; 11 M.R.S. §§ 1-1202 and 8-1204; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, purchaser, shareholder, person, and registered owner; share includes convertible and subscription/acquisition-right security |
General: articles, bylaws, shareholder agreement, or shareholder-corporation agreement. Qualifying § 743 agreement: articles/bylaws approved by all current shareholders or written agreement signed by all and made known to corporation (§§ 628(2), 743(2)(A)) |
General restriction: earlier-issued share requires holder agreement-party status or favorable vote. § 743 agreement requires all current shareholders; amendment ordinarily requires all current shareholders unless agreement provides otherwise or § 743(8) governs (§§ 628(2), 743(2)) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 628(5)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated in § 628(4) |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable. § 743 residual governance/relationship route must not be contrary to public policy (§§ 628(4)-(5), 743(1)(H)) |
General: conspicuous certificate or § 627(2) statement; omission protects person with no knowledge. § 743 agreement: conspicuous certificate or statement notice; uncertificated purchaser may need statement by purchase time (§§ 628(3), 743(3), 1-1202(2), 8-1204) |
General noticed restriction enforceable against holder/transferee; missing notice bars enforcement against person with no knowledge. § 743 omission does not invalidate agreement/action, but uninformed purchaser gets rescission, sued on earlier of 180 days after discovery or 2 years after purchase |
11 M.R.S. § 8-1204 independently governs issuer-restriction notice. § 743 agreement ends when corporation becomes public. Securities registration, intermediaries, valuation, funding, fiduciary outcomes, and other remedies remain outside scope |
| Maryland verified 2026-08-26 | Md. Code, Corps. & Ass'ns §§ 2-104, 2-105, 2-211 and Com. Law § 8-204; ordinary domestic corporation stock of any class/series; transferability or ownership; issuer, stockholder, registered owner, and person without knowledge |
Charter expressly. Later charter amendment ordinarily requires board resolution/submission and two-thirds of votes entitled to be cast (§§ 2-104, 2-604); charter may let the board set restrictions for unissued stock. No general shareholder-agreement route |
No unanimous-assent rule. Charter amendment ordinarily uses two-thirds vote; substantially adverse alteration of unreserved express charter contract rights gives an objecting holder fair-value rights. Older certificate omission alone does not invalidate a later restriction, subject to UCC notice (§§ 2-602, 2-604, 2-211(e)) |
Any lawful transferability restriction authorized, but no separate first-offer, purchase-obligation, transfer-consent, or prohibited-transferee menu stated (§§ 2-104(b)(2), 2-105(a)(9)) |
Charter may restrict transferability or ownership for any purpose, expressly including REIT and investment-company qualification; licensed-business alien ownership/transfer/voting restrictions may use bylaws. No separate automatic-transfer mechanism stated (§§ 2-105(a)(12), 5-703) |
Restriction must be not inconsistent with law; UCC § 8-204 assumes it is otherwise lawful. No reasonableness, manifest-unreasonableness, public-policy safe harbor, or conclusively reasonable category stated |
Corporate certificate: full restriction or statement that information is free on request (§ 2-211(d)). UCC: conspicuous certificate notation or notice to uncertificated registered owner; omission protects a person without knowledge (§ 8-204). Uncertificated certificate information is sent only on request (§ 2-210(c)) |
UCC effect is ineffectiveness against person without knowledge when its notice route is absent; older-certificate omission alone does not invalidate an after-adopted restriction. No ordinary successor/fiduciary class, void-transfer rule, damages formula, or specific-performance remedy stated |
Com. Law § 8-204 supplies the direct issuer-notice rule; § 2-602 can trigger fair-value rights but valuation mechanics remain outside scope. Other Article 8 priority, securities registration, public-company defenses, funding, fiduciary duties, and contract remedies are boundaries |
| Massachusetts verified 2026-08-26 | Mass. G.L. c. 156D, §§ 6.26-.27; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles of organization, bylaws, agreement among shareholders, or agreement between shareholders and corporation; outstanding-share amendment route uses each voting group's charter-amendment percentage (§ 6.27(a)) |
Earlier-issued share covered if holder is agreement party, voted for restriction, or restriction is in articles/bylaws amendment approved by each voting group at charter-amendment percentage (§ 6.27(a)) |
Without-limitation list: first offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 6.27(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 6.27(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable; form list is expressly nonexclusive (§ 6.27(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 6.26(b) written statement sent within reasonable time; omission protects person without knowledge (§ 6.27(b)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary, void-transfer, or damages rule in §§ 6.26-.27; H.3323 would add appraisal rights for certain amendments |
Preserving federal/state securities-law exemptions is authorized; restricted-securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Michigan verified 2026-08-26 | Mich. Comp. Laws §§ 450.1336, 450.1472-.1473; ordinary domestic corporation; bonds and shares; transfer/registration restrictions; holder, successor, transferee, personal representative, administrator, trustee, guardian, other fiduciary |
Articles, bylaws, agreement among any number of holders, or agreement among holders and corporation; surveyed provisions state no separate adoption actor or filing step beyond earlier-instrument party/vote gate (§ 450.1472(1)) |
Earlier-issued bonds or shares not bound unless holders are agreement parties or voted for restriction; no separate renewed-assent rule stated (§ 450.1472(1)) |
Prior opportunity; purchase obligation; corporation/class-holder consent or transferee approval; designated-person/class prohibition if designation not contrary to public policy (§ 450.1473(a)-(d)) |
S-corporation-status purpose expressly permitted; no separate ordinary ownership cap, automatic-transfer, other tax-attribute, securities-exemption, or regulatory-compliance route stated (§ 450.1473(e)) |
Designated-person/class restriction must not be contrary to public policy; surveyed provisions state no general reasonableness or manifest-unreasonableness formula for ordinary offer, purchase, or consent terms (§ 450.1473) |
Permitted written restriction noted conspicuously on instrument face/back or § 450.1336 information statement; omission makes restriction ineffective except against person with actual knowledge (§ 450.1472(2)) |
Properly noted restriction enforceable against holder, successor, transferee, personal representative, administrator, trustee, guardian, or similar fiduciary; missing notice yields ineffectiveness subject to actual-knowledge exception (§ 450.1472(2)) |
S-corporation status is an authorized purpose; securities registration, UCC Article 8 priority, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside surveyed provisions |
| Minnesota verified 2026-08-26 | Minn. Stat. §§ 302A.417, 302A.429; ordinary domestic corporation; transfer or registration of transfer of corporate securities; holder, successor, transferee, pledgee, and legal representative |
Articles; bylaws; shareholder resolution; agreement among or other written action by shareholders/other security holders; or agreement among them and corporation (§ 302A.429, subd. 1) |
Earlier-issued securities not bound unless their holders are parties to restriction agreement or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 302A.429, subd. 1) |
Any written transfer/registration restriction meeting the statutory standard; no separate first-offer, purchase-obligation, approval, or prohibited-person forms enumerated (§ 302A.429, subd. 2) |
No separate ownership-cap, automatic-transfer, tax-attribute, status, securities-exemption, or regulatory-compliance route stated in § 302A.429 |
Written restriction must not be manifestly unreasonable under the circumstances; statute gives no separate safe harbor or purpose presumption (§ 302A.429, subd. 2) |
Conspicuous certificate notation or § 302A.417, subd. 7 information; existence statement plus separate-document reference is deemed conspicuous/effective. Omission protects person without knowledge (§ 302A.429, subd. 2) |
Compliant restriction valid and specifically enforceable against holder, successor, or transferee, including pledgee or legal representative; omission makes restriction ineffective against person without knowledge (§ 302A.429, subd. 2) |
Publicly held § 17A-compliant electronic system may omit § 302A.417 information; securities legends, UCC Article 8, takeover law, valuation, funding, fiduciary duties, and other contract or litigation remedies remain outside the surveyed rule |
| Mississippi verified 2026-08-26 | Miss. Code §§ 79-4-6.26 to -6.27 and 75-8-204; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, person, and registered owner; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond the earlier-share party/vote gate (§ 79-4-6.27) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 79-4-6.27) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 79-4-6.27) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance route stated (§ 79-4-6.27) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 79-4-6.27) |
Restriction's existence conspicuously on certificate or in § 79-4-6.26 written statement; UCC requires conspicuous certificate notation or registered-owner notification unless person has actual knowledge (§§ 79-4-6.26 to -6.27, 75-1-202, 75-8-204) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing formal notice protects a person without actual knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§§ 79-4-6.27, 75-8-204) |
UCC § 75-8-204 independently governs issuer-restriction notice; preserving securities-law exemptions is an authorized purpose. Registration legends, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside scope |
| Missouri verified 2026-08-26 | RSMo ch. 351 and § 400.8-204; ordinary domestic corporation shares; certificated or uncertificated security; issuer restriction; person without knowledge and registered owner; separate statutory-close-corporation branch |
Articles may include provisions not inconsistent with law; bylaws may regulate and manage corporate affairs consistently with law/articles. Incorporators, directors, and shareholders have the stated initial or amendment roles (§§ 351.055, .090, .290); no express ordinary shareholder-agreement route |
No restriction-specific earlier-share assent or effect rule stated. Article amendments after share payment ordinarily require majority outstanding-share approval, but § 351.090 does not say that vote alone binds every earlier share to a restriction |
No ordinary first-offer, purchase-obligation, transfer-consent, or prohibited-transferee menu stated in the surveyed provisions; detailed § 351.765 prohibition belongs to statutory close corporations |
No ordinary ownership-cap, automatic-transfer, tax, status, securities-exemption, or regulatory route stated in the surveyed provisions |
Articles and bylaws use not-inconsistent-with-law limits; UCC § 400.8-204 assumes an 'otherwise lawful' restriction. No ordinary reasonableness, manifest-unreasonableness, or public-policy safe harbor stated |
Conspicuous certificate notation, or notice to registered owner for uncertificated security; without a listed route, restriction ineffective against a person without knowledge (§ 400.8-204). § 351.295 separately gives uncertificated holders a holdings statement |
Stated effect is ineffectiveness against a person without knowledge when required notice is absent; no ordinary successor/fiduciary class, void-transfer rule, damages formula, or specific-performance remedy stated |
UCC § 400.8-204 supplies the issuer-notice rule itself; other Article 8 priority/protected-purchaser issues, securities registration, public-company defenses, valuation, funding, fiduciary duties, and contract remedies remain outside scope |
| Montana verified 2026-08-26 | Mont. Code Ann. §§ 35-14-626 to -627, 35-14-732, 35-14-1434, 30-1-210, and 30-8-214; ordinary domestic corporation; transfer/registration restrictions and restriction of § 35-14-1434 purchase-election application; shareholder, transferee, purchaser, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
General: articles, bylaws, shareholder agreement, or shareholder-corporation agreement; same instruments may alter/eliminate § 35-14-1434 application. Qualifying § 35-14-732 agreement: articles/bylaws approved by all current shareholders or written agreement signed by all and made known to corporation |
General restriction: earlier-issued share requires holder agreement-party status or favorable vote. § 35-14-732 agreement requires all current shareholders and ordinarily all-current-shareholder amendment; no separate renewed-assent route stated (§§ 35-14-627(1), 35-14-732(2)) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-or-series-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 35-14-627(4)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated in § 35-14-627(3) |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable. § 35-14-732 residual governance/relationship route must not be contrary to public policy (§§ 35-14-627(3)-(4), 35-14-732(1)(h)) |
General: conspicuous certificate or § 35-14-626(2) statement; omission protects person without knowledge. § 35-14-732 agreement: conspicuous certificate or statement notice; uncertificated purchaser may need statement by purchase time. UCC knowledge means actual knowledge (§§ 30-1-210(2), 30-8-214) |
General noticed restriction valid/enforceable against shareholder or transferee; missing notice bars enforcement against person without knowledge. § 35-14-732 omission does not invalidate agreement/action, but uninformed purchaser gets rescission, sued on earlier of 90 days after discovery or 2 years after purchase |
Current UCC issuer-notice rule is § 30-8-214; § 30-8-204 is repealed. § 35-14-627 may alter/eliminate § 35-14-1434 fair-value purchase election; § 35-14-732(8) places any duration limit in agreement. Valuation, dissolution procedure, securities registration, intermediaries, fiduciary outcomes, and other remedies remain outside scope |
| Nebraska verified 2026-08-26 | Neb. Rev. Stat. §§ 21-247 to 21-248 and UCC §§ 1-202, 8-204; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 21-248(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 21-248(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 21-248(d)) |
Shareholder-number/identity status and federal/state securities-law or Internal Revenue Code exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated (§ 21-248(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 21-248(c)-(d)) |
Restriction's existence conspicuously on certificate or in § 21-247(b) written statement sent within reasonable time; UCC separately requires certificate notation or registered-owner notification unless person has actual knowledge (§§ 21-247 to -248; UCC §§ 1-202, 8-204) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement/ineffectiveness against person without actual knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated |
UCC § 8-204 independently governs issuer-restriction notice; preserving named securities and Internal Revenue Code exemptions is authorized. Registration legends, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside scope |
| Nevada verified 2026-08-26 | NRS 78.235 and 78.242, expressly subject to NRS 104.8204; ordinary domestic private corporation; stock transfer, registration, and ownership amount; holder, successor, transferee, and listed fiduciaries; stock includes convertible securities and securities carrying an option or other subscription/acquisition right |
Written restriction in articles, bylaws, agreement among any number of stockholders, or agreement between/among one or more stockholders and corporation; no separate filing or adoption actor stated beyond earlier-stock assent (§ 78.242(1)-(2)) |
Restriction not binding on stock owned when adopted, regardless of later effective time, unless stockholder is agreement party or voted for restriction; no other-consent, knowledge-only, amendment, or renewed-assent route stated (§ 78.242(2)) |
Prior opportunity within reasonable time; corporation/stockholder/other-person purchase obligation; stockholder/corporation consent to transfer, transferee, or acquisition amount; designated-person/class transfer or ownership restriction if designation not manifestly unreasonable; enumeration nonlimiting (§ 78.242(4)(a)-(d)) |
Amount-owned approval/restriction; S-corporation, federal/state tax or securities status/exemptions, REIT, local/state/federal/foreign tax advantage or attribute including NOL, statutory/regulatory advantage or compliance; no separately enumerated automatic-transfer route (§ 78.242(4)(c), (e)) |
Restriction must not be prohibited by other law; designated-person/class term not manifestly unreasonable; other-purpose route must be reasonable; enumerated forms expressly nonexclusive (§ 78.242(3)-(4)) |
Corporation statute: articles, conspicuous certificate/information-statement notice, or knowledge transferee has/reasonably should have. Because § 78.242 is subject to UCC § 104.8204, issuer restriction is ineffective against person without actual knowledge unless conspicuous certificate notation or registered-owner notification for uncertificated security (§§ 78.235(4)-(5), 78.242(1),(3), 104.8204) |
Permitted written transfer/registration restriction may bind holder, successor, or transferee, including executor, administrator, trustee, guardian, or like-responsibility fiduciary, subject to UCC notice limit; statute states effectiveness, not damages, injunction, rescission, or transfer-agent remedy (§ 78.242(1), (3); § 104.8204) |
NRS 104.8204 is an express Article 8 limit and controls issuer-restriction notice against no-actual-knowledge persons. Protected-purchaser, priority, intermediary, securities-registration, public-company control-share, valuation, tax execution, funding, fiduciary, and remedy questions remain outside scope |
| New Hampshire verified 2026-08-26 | RSA §§ 293-A:6.26-.27, 293-A:7.32, 382-A:1-202, and 382-A:8-204; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, purchaser, shareholder, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
General: articles, bylaws, shareholder agreement, or shareholder-corporation agreement. Qualifying § 293-A:7.32 agreement: articles/bylaws approved by all current shareholders or written agreement signed by all and made known to corporation (§§ 293-A:6.27(a), 293-A:7.32(b)) |
General restriction: earlier-issued share requires holder agreement-party status or favorable vote. § 293-A:7.32 agreement requires all current shareholders and ordinarily all-current-shareholder amendment; no separate renewed-assent rule stated (§§ 293-A:6.27(a), 293-A:7.32(b)) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 293-A:6.27(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated in § 293-A:6.27(c) |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable. § 293-A:7.32 residual governance/relationship route must not be contrary to public policy (§§ 293-A:6.27(c)-(d), 293-A:7.32(a)(8)) |
General: conspicuous certificate or § 293-A:6.26(b) statement; omission protects person without knowledge. § 293-A:7.32 agreement: conspicuous certificate or statement notice; uncertificated purchaser may need statement by purchase time (§§ 293-A:6.27(b), 293-A:7.32(c), 382-A:1-202, 382-A:8-204) |
General noticed restriction enforceable against holder/transferee; missing notice bars enforcement against person without knowledge. § 293-A:7.32 omission does not invalidate agreement/action, but uninformed purchaser gets rescission, sued on earlier of 90 days after discovery or 2 years after purchase |
RSA 382-A:8-204 independently governs issuer-restriction notice. § 293-A:7.32 agreement ends when corporation becomes public. Securities registration, intermediaries, valuation, funding, fiduciary outcomes, and other remedies remain outside scope |
| New Jersey verified 2026-08-26 | N.J.S.A. §§ 14A:7-11 to -12; ordinary domestic corporation; shares plus securities with conversion or option rights; transfer/registration; holder, successor, transferee, and entrusted fiduciary |
Certificate, bylaws, qualifying employee benefit plan, written agreement among any number of shareholders, or agreement among holders and corporation; no separate filing step stated (§ 14A:7-12(2)) |
Earlier-issued security not covered unless holder voted for restriction or is party to agreement imposing it; no separate amendment or renewed-assent rule stated (§ 14A:7-12(2)) |
Prior opportunity exercisable within reasonable time; corporation/holder/other-person purchase obligation; corporation or class/series-holder consent or transferee approval; designated-person/class prohibition if not manifestly unreasonable (§ 14A:7-12(3)(a)-(d)) |
S-corporation-status purpose expressly permitted; no separate ordinary ownership cap, automatic-transfer, securities-exemption, or other regulatory-compliance route stated (§ 14A:7-12(3)(e)) |
General restriction must be reasonable; designated-person/class term must not be manifestly unreasonable; prior opportunity must be exercisable within reasonable time (§ 14A:7-12(2)-(3)) |
Conspicuous notation on security or restriction information in written uncertificated-share notice sent within reasonable time after issue/transfer; omission protects new holder without actual knowledge (§§ 14A:7-11(6), 14A:7-12(2)) |
Noticed restriction enforceable against holder, successor, transferee, and entrusted fiduciary. If court finally finds restriction unauthorized, corporation has 30-day purchase option at agreed price or court-determined fair value (§ 14A:7-12(2), (4)) |
Transfers remain subject to UCC Article 8 except as Business Corporation Act provides; S-corporation purpose is authorized, but securities legends, UCC priority, public-company defenses, valuation beyond § 14A:7-12(4), funding, fiduciary duties, and contract remedies remain outside scope |
| New Mexico verified 2026-08-26 | NMSA 1978 §§ 53-12-2, 53-11-23, 55-1-202, and 55-8-204; ordinary domestic business corporation shares; issuer restriction; certificated/uncertificated security; person and registered owner |
Articles expressly may contain transfer restrictions. Surveyed Act states no specific ordinary bylaw, shareholder-agreement, corporation-holder-agreement, adoption-vote, or filing route beyond filing the articles (§§ 53-12-2, 53-11-27) |
No general earlier-issued-share party, vote, consent, knowledge-only, amendment, or renewed-assent rule stated in the surveyed current statutes |
No general statutory list of first-offer, purchase, transfer-approval, or prohibited-transferee forms in the surveyed ordinary-corporation provisions |
No general ownership-cap, mandatory-transfer, automatic-transfer, tax-attribute, status, securities-exemption, or regulatory-compliance route stated in the surveyed ordinary-corporation provisions |
No general reasonable-purpose, manifest-unreasonableness, conclusive-purpose, or public-policy standard stated in the surveyed statutory provisions; § 55-8-204 assumes the issuer restriction is otherwise lawful |
Issuer restriction: conspicuous notation on certificated security or notification to registered owner of uncertificated security; without a listed route, ineffective against person without actual knowledge (§§ 55-1-202, 55-8-204) |
UCC states ineffectiveness against person without actual knowledge when formal notice is missing. No separate holder, successor, fiduciary, void-transfer, damages, injunction, or rescission rule stated here (§ 55-8-204) |
§ 55-8-204 is the operative Article 8 notice rule and does not decide whether the restriction is otherwise lawful. Securities registration, intermediary and priority rules, public-company defenses, valuation, funding, fiduciary outcomes, and contract remedies remain outside scope |
| New York verified 2026-08-26 | N.Y. Bus. Corp. Law § 508 and UCC § 8-204; ordinary domestic corporation shares; certificated/uncertificated security; issuer restriction; person without knowledge and registered owner |
BCL § 508(d) recognizes transferability as provided by law and bylaws; UCC § 8-204 addresses a restriction imposed by the issuer. These provisions name no ordinary articles/shareholder-agreement route or adoption vote |
No general earlier-issued-share assent or vote rule stated in BCL § 508 or UCC § 8-204; certificate surrender in § 508(f) changes share form, not holder consent to a restriction |
No first-offer, purchase-obligation, transfer-consent, or prohibited-transferee forms enumerated in BCL § 508 or UCC § 8-204 |
No ordinary ownership-cap, automatic-transfer, tax, status, or regulatory route stated; UCC § 8-204 separately mentions a cooperative-interest record |
UCC § 8-204 assumes the issuer restriction is 'otherwise lawful' but states no reasonableness, manifest-unreasonableness, or public-policy safe harbor |
Conspicuous certificate notation, or notice to registered owner for uncertificated security; without a listed route, restriction ineffective against a person without knowledge (UCC § 8-204) |
Statutory effect is ineffectiveness against a person without knowledge when notice is missing; no separate successor/fiduciary class, void-transfer rule, damages formula, or specific-performance remedy stated |
UCC § 8-204 supplies the issuer-notice rule itself; other Article 8 priority/protected-purchaser issues, securities registration, public-company defenses, valuation, funding, fiduciary duties, and contract remedies remain outside scope |
| North Carolina verified 2026-08-26 | N.C. Gen. Stat. §§ 55-6-26 to -27; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, person receiving actual written notice; shares include convertible securities and subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 55-6-27(a)) |
Earlier-issued shares unaffected unless their holders are restriction-agreement parties or voted for restriction; no separate renewed-assent rule stated (§ 55-6-27(a)) |
First offer; corporation/other-person acquisition obligation; transfer approval if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable; other provision reasonably related to authorized purpose (§ 55-6-27(d)) |
Shareholder-number/identity status and securities-law-exemption purposes authorized; no separately named ownership cap, automatic-transfer, tax-attribute, or regulatory-compliance form, but reasonable-purpose residual route applies (§ 55-6-27(c)-(d)) |
Restriction must not be unconscionable under circumstances; other purpose reasonable; approval and designated-person/class terms not manifestly unreasonable; residual provision reasonably related to authorized purpose (§ 55-6-27(b)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 55-6-26(b) information statement; omission protects everyone except a person receiving actual written notice (§ 55-6-27(b)) |
Authorized, non-unconscionable, noticed restriction enforceable against holder or holder's transferee; actual written notice is omission exception. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 55-6-27(b)) |
Preserving federal/state securities-law exemptions is authorized; registration legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract remedies remain outside this corporate-notice rule |
| North Dakota verified 2026-08-26 | N.D.C.C. §§ 10-19.1-66, 10-19.1-70, 10-19.1-83, 41-01-10, and 41-08-20; ordinary domestic corporation; transfer/registration restrictions on securities; holder, successor, transferee, pledgee, legal representative, control-agreement party, knowledge person, and registered owner |
Articles, bylaws, shareholder resolution, or agreement/other written action by a number of shareholders or other-security holders or among them and corporation. Control agreement: signed by all then-shareholders and subscribers when first effective; may include outsiders; signed original filed (§§ 10-19.1-70(1), 10-19.1-83(1)-(3)) |
Earlier-issued security not bound unless holder is agreement party or voted for restriction. Control agreement requires all then-shareholders/subscribers at initial effectiveness but may authorize nonunanimous amendment (§§ 10-19.1-70(1), 10-19.1-83(2)) |
No separate offer, purchase, consent, or designated-transferee menu; any written transfer/registration restriction must satisfy overall not-manifestly-unreasonable test. Control agreement may govern shareholder relations/business affairs but states no restriction-form menu (§§ 10-19.1-70(2), 10-19.1-83) |
No separate ownership-amount cap, mandatory/automatic transfer, tax-attribute, securities-exemption, or general regulatory-compliance route stated in §§ 10-19.1-70 and 10-19.1-83 |
Written restriction must be not manifestly unreasonable under the circumstances; no purpose-specific safe harbor, presumption, or separate public-policy test stated (§ 10-19.1-70(2)) |
Conspicuous certificate or § 10-19.1-66(6) uncertificated information; omission makes restriction ineffective against no-knowledge person. Existence statement plus reference to separate creating/describing record suffices. UCC knowledge means actual knowledge (§§ 10-19.1-70(2), 41-01-10(2), 41-08-20) |
Noticed restriction specifically enforceable against holder or successor/transferee, including pledgee or legal representative. Control agreement binds only parties and others with knowledge; transferred authority shifts corresponding legal liability. No purchaser rescission or fixed damages stated (§§ 10-19.1-70(2), 10-19.1-83(3)-(5)) |
N.D.C.C. § 41-08-20 independently governs issuer-restriction notice; § 10-19.1-83 procedure is nonexclusive. Securities registration, intermediaries, public-company defenses, valuation, funding, fiduciary outcomes beyond express liability shift, and other remedies remain outside scope |
| Ohio verified 2026-08-26 | Ohio Rev. Code §§ 1701.04, 1701.11, 1701.25, 1308.11; ordinary domestic corporation; certificated/uncertificated shares and securities; issuer, shareholder, registered owner, person, purchaser, and transferee |
Regulations may restrict share transfers; articles may include any lawful authority-regulating provision and any regulation provision. Regulations: initial directors within 90 days, shareholder meeting majority, written consent two-thirds, or authorized directors, subject to stated variations (§§ 1701.04(B)(4)-(5), 1701.11(A)(1),(B)(8)) |
No standalone earlier-issued-share consent rule stated in surveyed provisions; applicable articles, regulations, writing, adoption route, certificate status, notice, and knowledge control |
General transfer-condition/restriction authority; surveyed ordinary provisions do not separately list first-offer, purchase, consent, or prohibited-transferee forms (§ 1701.11(B)(8)) |
Surveyed ordinary provisions state no separate ownership-cap, automatic-transfer, tax-attribute, securities-exemption, or regulatory-status route |
No ordinary reasonableness formula stated here; regulation must be consistent with law and articles, article provision must be lawful, and UCC notice applies even if restriction is otherwise lawful (§§ 1701.04(B)(4), 1701.11(A)(1), 1308.11(A)) |
Certificate face/back: full terms, summary plus free-copy promise, source plus free-copy promise, or other writing identified by title/date/parties; uncertificated registered owner must be notified; person with actual knowledge lacks missing-notice protection (§§ 1701.25(B), 1308.11(A)) |
Restriction ineffective against transferee unless § 1308.11 and, for certificates, § 1701.25(B) are satisfied; no separate successor/fiduciary class, void-transfer rule, damages measure, or valuation remedy stated |
§ 1701.25 expressly incorporates UCC Article 8 notice; issuing-public control-share restrictions are a separate § 1701.11(B)(9) branch. Securities registration, valuation, funding, fiduciary duties, and contract remedies remain outside scope |
| Oklahoma verified 2026-08-26 | Oklahoma General Corporation Act, 18 O.S. §§ 1032(F) and 1055; ordinary domestic stock corporation; security transfer, registration, and amount owned; holder, successor, transferee, and listed fiduciaries; no separate § 1055 definition of covered securities |
Written restriction in certificate of incorporation, bylaws, agreement among any number of security holders, or agreement among holders and corporation; § 1055 states no separate adopting actor, vote threshold, filing, or agreement-storage step |
Earlier-issued security not bound unless holder is agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (18 O.S. § 1055(B)) |
Prior opportunity exercisable within reasonable time; corporation/holder/other-person purchase obligation; consent to transfer, transferee, or ownership amount; designated-person/class/group transfer or ownership prohibition if designation not manifestly unreasonable (18 O.S. § 1055(C)) |
Amount-owned restriction; mandatory or automatic sale/transfer; conclusively reasonable local/state/federal/foreign tax advantage, S-corporation, tax attribute/NOL, REIT, statutory/regulatory advantage, and legal-compliance routes (18 O.S. § 1055(C)-(D)) |
Designated-person/class/group term must not be manifestly unreasonable; listed tax and regulatory purposes conclusively presumed reasonable; any other lawful transfer, registration, or ownership-amount restriction permitted (18 O.S. § 1055(C)(5), (D)-(E)) |
Restriction noted conspicuously on certificate; for uncertificated stock, written/electronic § 1032(F) notice after issuance or transfer contains § 1055(A) information. Without notation/notice, restriction ineffective except against person with actual knowledge (§§ 1032(F), 1055(A)) |
Permitted, noticed restriction enforceable against holder, successor, or transferee, including executor, administrator, trustee, guardian, or like-responsibility fiduciary; missing notice leaves effect only against actual-knowledge person (18 O.S. § 1055(A)) |
Section 1032(F) equates certificated and uncertificated holder rights absent other law; UCC Article 8, securities registration and legends, public-company defenses, valuation, price, funding, fiduciary duties, tax execution, and remedies remain outside the surveyed authorization and notice rule |
| Oregon verified 2026-08-26 | ORS 60.164 and 60.167; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (ORS 60.167(1)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (ORS 60.167(1)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (ORS 60.167(4)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (ORS 60.167(3)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (ORS 60.167(3)-(4)) |
Restriction's existence conspicuously on certificate front/back or in ORS 60.164(2) written statement sent within reasonable time; omission protects person who has no knowledge (ORS 60.167(2)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person who has no knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (ORS 60.167(2)) |
Preserving federal/state securities-law exemptions is authorized; securities legends, UCC Article 8, Oregon public-company control-share and business-combination rules, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Pennsylvania verified 2026-08-26 | 15 Pa.C.S. §§ 1528-1529; ordinary business corporation; shares and other securities; transfer/registration restrictions; holder, successor, transferee, and named fiduciaries |
Bylaws; agreement among any number of securityholders; or agreement among them and the corporation. Amendment follows the restriction's stated method or the instrument's general amendment method (§ 1529(a)-(b)) |
Earlier-issued securities are not bound unless holders are agreement parties or voted for the restriction; separate registered-corporation shareholder-adopted exception (§ 1529(b)) |
Prior opportunity within reasonable time; purchase obligation; corporation/class/series-holder transfer consent or transferee approval; designated-person/class prohibition not manifestly unreasonable (§ 1529(c)(1)-(4)) |
Approval of amount owned; mandatory or automatic sale/transfer; tax, tax-attribute, S-corporation, REIT, statutory/regulatory compliance or status routes; tax/regulatory purposes conclusively presumed reasonable (§ 1529(c)(3)-(3.1), (d)) |
Prior opportunity must allow a reasonable time; prohibited-person designation cannot be manifestly unreasonable; tax/regulatory purposes conclusively presumed reasonable; residual restriction must be lawful (§ 1529(c)-(e)) |
Permitted written restriction conspicuously noted on face/back of security, § 1528(f) share notice, or equivalent other-security notice; omission makes it ineffective except against person with actual knowledge (§§ 1528(f), 1529(f)) |
Properly noted restriction may be enforced against holder, successor, transferee, executor, administrator, trustee, guardian, or like fiduciary; missing notice yields ineffectiveness except against actual-knowledge person (§ 1529(f)) |
Bylaw regulation must be consistent with 13 Pa.C.S. Division 8 and other law; § 1529(b) has a registered-corporation exception. Other UCC, securities, public-company, valuation, funding, fiduciary, and remedy issues remain outside scope |
| Rhode Island verified 2026-08-26 | R.I. Gen. Laws §§ 7-1.2-608 to -609, 6A-1-202, and 6A-8-204; ordinary domestic corporation; transfer, registration-of-transfer, and ownership restrictions; holder, transferee, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
Articles, bylaws, agreement among all or fewer than all shareholders, or agreement between all or fewer than all shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 7-1.2-609(b)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 7-1.2-609(b)) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 7-1.2-609(e)) |
Ownership restrictions expressly authorized for shareholder-number/identity status, securities exemption, REIT qualification, investment-company qualification, or another reasonable purpose; no separate percentage cap or automatic-transfer form stated (§ 7-1.2-609(d)) |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable; no separate overall public-policy or conclusive-reasonableness rule stated (§ 7-1.2-609(d)-(e)) |
Conspicuous certificate notation or § 7-1.2-609(c)'s 'initial transaction statement' attributed to § 6A-8-204(2); UCC text requires registered-owner notification and defines knowledge as actual. § 7-1.2-608(e) separately requires post-issue/transfer written notice but cross-references § 609(b) |
Authorized, noticed restriction valid/enforceable against holder or holder's transferee; omission bars enforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, purchaser rescission, or damages remedy stated |
§ 7-1.2-609(a) expressly makes shares transferable under UCC § 6A-8-204 as amended, subject to chapter exceptions; securities exemptions and REIT/investment-company qualification are named purposes. Public-company defenses, valuation, funding, fiduciary outcomes, and other remedies remain outside scope |
| South Carolina verified 2026-08-26 | S.C. Code §§ 33-6-260 to -270; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 33-6-270(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 33-6-270(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 33-6-270(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 33-6-270(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 33-6-270(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 33-6-260(B) written statement sent within reasonable time; omission protects person without knowledge (§§ 33-6-260(B), 33-6-270(b)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 33-6-270(b)) |
Uncertificated issue is limited to investment securities authorized by UCC Article 8 (§ 33-6-260(A)); § 33-6-240(B) separately addresses public-corporation rights/options/warrants. Securities legends, UCC priority, valuation, fiduciary duties, and remedies remain outside scope |
| South Dakota verified 2026-08-26 | SDCL §§ 47-1A-626 to -627.2, 47-1A-732 to -732.3, 57A-1-202, and 57A-8-204; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, purchaser, shareholder, person, and registered owner; surveyed corporate provisions state shares rather than a separate convertible-security definition |
General: articles, bylaws, shareholder agreement, or shareholder-corporation agreement. Qualifying § 47-1A-732 agreement: articles/bylaws approved by all current shareholders or written agreement signed by all and made known to corporation (§§ 47-1A-627, 47-1A-732.1) |
General restriction: earlier-issued share requires holder agreement-party status or favorable vote. § 47-1A-732 agreement requires all current shareholders and ordinarily all-current-shareholder amendment (§§ 47-1A-627, 47-1A-732.1) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 47-1A-627.2) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated in §§ 47-1A-627.1 to -627.2 |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable. § 47-1A-732 residual governance/relationship route must not be contrary to public policy (§§ 47-1A-627.1 to -627.2, 47-1A-732(8)) |
General: conspicuous certificate or § 47-1A-626 statement; omission protects person without knowledge. § 47-1A-732 agreement: conspicuous certificate or statement notice; uncertificated purchaser may need statement by purchase time. UCC knowledge means actual knowledge (§§ 57A-1-202(b), 57A-8-204) |
General noticed restriction valid/enforceable against holder or transferee; missing notice bars enforcement against person without knowledge. § 47-1A-732.2 omission does not invalidate agreement/action, but uninformed purchaser gets rescission, sued on earlier of 90 days after discovery or 2 years after purchase |
SDCL § 57A-8-204 independently governs issuer-restriction notice. § 47-1A-732 agreement ends when shares become exchange-listed or regularly traded in named market. Securities registration, intermediaries, valuation, funding, fiduciary outcomes, and other remedies remain outside scope |
| Tennessee verified 2026-08-26 | Tenn. Code Ann. §§ 48-16-207 to -208; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Charter, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 48-16-208(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate amendment or renewed-assent rule stated (§ 48-16-208(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 48-16-208(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 48-16-208(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 48-16-208(c)-(d)) |
Restriction's existence conspicuously on certificate front/back or in § 48-16-207(b) written statement sent within reasonable time; omission protects person without knowledge (§ 48-16-208(b)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 48-16-208(b)) |
Securities-law-exemption purpose authorized. Exchange Act § 13 issuer may omit § 48-16-207(b) statement only for shares without a § 48-16-208 restriction; securities legends, UCC priority, valuation, fiduciary duties, and remedies remain separate |
| Texas verified 2026-08-25 | Tex. Bus. Orgs. Code §§ 21.209-.213 and 3.201-.205; ordinary domestic corporation; shares and other securities; transfer, registration, and ownership amount; UCC Chapter 8 boundary |
Certificate; bylaws; written agreement among 2+ holders; or written holder-corporation agreement kept at principal/registered office and shareholder-inspectable (§ 21.210(a)) |
Preexisting security is not validly restricted unless its holder voted for the restriction or is party to the agreement (§ 21.210(b)) |
Reasonable prior-offer, corporation/other-person purchase, law-compliance approval, and designated-person/group prohibition routes; designation cannot be manifestly unreasonable (§ 21.211(a)(1)-(4)) |
Ownership-amount limits; S-corp, tax, close-corp, mandatory-sale, automatic-transfer routes; tax/statutory/regulatory purposes conclusively presumed reasonable (§§ 21.210(a), 21.211(a)(5)-(9),(b)) |
General power covers reasonable restrictions; enumerated terms must reasonably serve their route, designated-person bar not manifestly unreasonable; tax/regulatory safe harbors conclusive (§ 21.211) |
Certificate: conspicuous full term/summary or existence plus specified-document/free-copy or filing reference. Uncertificated owner gets written/electronic certificate information; § 21.213 notice controls transferee effect (§§ 3.202(d)-(e), 3.205, 21.213) |
Reasonable, properly noted restriction specifically enforceable against holder, successor, or transferee. Missing notation protects value transferee without actual knowledge and every later transferee; others bound from actual knowledge (§ 21.213) |
Transfer otherwise follows Business & Commerce Code Ch. 8; optional SOS filing makes a bylaw/agreement public but does not replace § 21.213 notice. UCC priority, securities, valuation, fiduciary, and public-company issues excluded (§§ 21.209, 21.212) |
| Utah verified 2026-08-26 | Utah Revised Business Corporation Act, Utah Code §§ 16-10a-626 to -627; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between one or more shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share assent routes (§ 16-10a-627(1)) |
Earlier-issued share unaffected unless holder is restriction-agreement party, voted for restriction, or otherwise consented; no separate amendment or renewed-assent rule stated (§ 16-10a-627(1)) |
First offer; corporation/other-person acquisition obligation; any one or more persons, including corporation/shareholders, may approve transfer or registration if not manifestly unreasonable; designated-person/class transfer or registration prohibition if not manifestly unreasonable; list nonexhaustive (§ 16-10a-627(4)-(5)) |
Status dependent on shareholder number/identity and preservation of federal/state/local entitlements, benefits, or exemptions authorized; no separately enumerated ownership cap, automatic-transfer, tax-attribute, or securities-exemption-only route (§ 16-10a-627(3)) |
Other purpose must be reasonable; approval and designated-person/class terms must not be manifestly unreasonable; enumerated forms expressly nonexhaustive (§ 16-10a-627(3)-(5)) |
Restriction's existence conspicuously on certificate front/back or in § 16-10a-626(2) written statement sent within reasonable time; omission protects person without knowledge (§ 16-10a-627(2)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 16-10a-627(2)) |
Broad legal entitlement/benefit/exemption purpose is corporate authorization, not substantive compliance; securities legends, UCC Article 8, public-company defenses, valuation, tax, funding, fiduciary duties, and remedies remain outside scope |
| Vermont verified 2026-08-26 | 11A V.S.A. §§ 6.26-6.27 and 7.32; 9A V.S.A. §§ 1-202 and 8-204; ordinary domestic corporation; transfer/registration restrictions; shareholder, holder, transferee, purchaser, person, registered owner, director, and authority recipient; share includes convertible and subscription/acquisition-right security |
General: articles, bylaws, shareholder agreement, or shareholder-corporation agreement. § 7.32: articles/bylaws approved by all current shareholders or written agreement signed by all and known to corporation; incorporators/subscribers may act if no shares issued (§§ 6.27(a), 7.32(b), (g)) |
General earlier share requires holder's written agreement or favorable vote. § 7.32 requires all current shareholders at adoption; amendment defaults to majority of each issued/outstanding class voting separately unless agreement provides otherwise (§§ 6.27(a), 7.32(b)) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 6.27(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, REIT, or general regulatory-compliance route stated in § 6.27(c)-(d) |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable. § 7.32 residual governance/relationship route must not be contrary to public policy (§§ 6.27(c)-(d), 7.32(a)(8)) |
General: conspicuous certificate or § 6.26(b) statement; uncertificated statement within reasonable time and at least annually. § 7.32: conspicuous certificate/statement, recall and replacement, and purchase-time delivery for deemed knowledge (§§ 6.27(b), 7.32(c), 9A §§ 1-202(b), 8-204) |
General noticed restriction enforceable against holder/transferee; omission bars enforcement against no-knowledge person. § 7.32 omission preserves agreement/action but gives uninformed purchaser rescission, due earlier of 90 days after discovery or 2 years after purchase; transferred board authority shifts corresponding liability (§§ 6.27(b), 7.32(c), (e)-(f)) |
9A V.S.A. § 8-204 independently governs issuer notice; § 7.32 agreement ends when corporation becomes public and permits board cleanup amendment. Securities registration, intermediaries, valuation, funding, fiduciary outcomes beyond stated liability shift, and other remedies remain outside scope |
| Virginia verified 2026-08-26 | Va. Code §§ 13.1-648 to -649; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include warrants, rights, options, and convertible or subscription-right securities/obligations |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 13.1-649(A)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate amendment or renewed-assent rule stated (§ 13.1-649(A)) |
First offer; corporation/other-person acquisition obligation; corporation, class/series holders, or others may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 13.1-649(D)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (§ 13.1-649(C)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 13.1-649(C)-(D)) |
Restriction's existence conspicuously on certificate front/back or in § 13.1-648(B) written statement delivered within reasonable time; omission protects person without knowledge (§§ 13.1-648(B), 13.1-649(B)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 13.1-649(B)) |
Preserving federal/state securities-law exemptions is authorized; restricted-securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| Washington verified 2026-08-26 | RCW 23B.06.260-.270; ordinary domestic corporation; transfer/registration restrictions; holder and transferee; shares include convertible securities and securities carrying subscription/acquisition rights |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (RCW 23B.06.270(1)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate amendment or renewed-assent rule stated (RCW 23B.06.270(1)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (RCW 23B.06.270(4)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, automatic-transfer, tax-attribute, or general regulatory-compliance form stated (RCW 23B.06.270(3)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (RCW 23B.06.270(3)-(4)) |
Restriction's existence conspicuously on certificate front/back or in RCW 23B.06.260(2) written statement delivered within reasonable time; omission protects person without knowledge (RCW 23B.06.270(2)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (RCW 23B.06.270(2)) |
Preserving federal/state securities-law exemptions is authorized; restricted-securities legends, UCC Article 8, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside the surveyed corporate rule |
| West Virginia verified 2026-08-26 | W. Va. Code §§ 31D-6-626 to -627 and 46-1-202, 46-8-204; ordinary domestic corporation; transfer/registration restrictions; holder, transferee, person, and registered owner; shares include convertible and subscription/acquisition-right securities |
Articles, bylaws, agreement among shareholders, or agreement between shareholders and corporation; no separate adoption actor or filing step stated beyond earlier-share party/vote gate (§ 31D-6-627(a)) |
Earlier-issued share unaffected unless holder is restriction-agreement party or voted for restriction; no separate knowledge, other-consent, amendment, or renewed-assent route stated (§ 31D-6-627(a)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable. No separate/consecutive/simultaneous sequencing text (§ 31D-6-627(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, or general regulatory-compliance route stated (§ 31D-6-627(c)) |
Other purpose must be reasonable; approval requirement and designated-person/class prohibition must not be manifestly unreasonable (§ 31D-6-627(c)-(d)) |
Restriction's existence conspicuously on certificate or in § 31D-6-626(b) written statement sent within reasonable time; UCC separately requires certificate notation or registered-owner notification unless person has actual knowledge (§§ 46-1-202, 46-8-204) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement/ineffectiveness against person without actual knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated |
W. Va. Code § 46-8-204 independently governs issuer-restriction notice; preserving federal/state securities exemptions is authorized. Registration legends, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside scope |
| Wisconsin verified 2026-08-26 | Wis. Stat. §§ 180.0626-.0627; ordinary domestic corporation; transfer or registration of transfer; shares and other securities, including convertible and subscription/acquisition-right securities; holder/transferee/person |
Articles, bylaws, agreement among shareholders and other security holders, or agreement between those holders and corporation; § 180.0627 states no separate adoption actor or filing step beyond the earlier-security party/vote gate |
Earlier-issued shares and other securities unaffected unless their holders are restriction-agreement parties or voted for the restriction (§ 180.0627(2)(b)) |
First offer; corporation/other-person acquisition obligation; corporation, class holders, other security holders, or another person may approve if not manifestly unreasonable; designated-person/class prohibition if not manifestly unreasonable (§ 180.0627(4)) |
Maintaining status dependent on shareholder number/identity is an authorized reasonable purpose; no separate ownership-cap, automatic-transfer, tax-attribute, securities-exemption, or general regulatory-compliance form stated (§ 180.0627(2),(4)) |
Restriction must serve a reasonable purpose; approval requirements and designated-person/class prohibitions must not be manifestly unreasonable (§ 180.0627(2),(4)) |
Restriction's existence conspicuously on certificate front/back or in § 180.0626(2) written information statement; omission makes it unenforceable against a person who does not know of it (§ 180.0627(3)) |
Authorized, noticed restriction valid and enforceable against holder or holder's transferee; missing notice yields nonenforcement against a person without knowledge. No separate successor/fiduciary class, void-transfer rule, or damages remedy stated (§ 180.0627(3)) |
§ 180.0626(3) preserves express Chapter 408 exceptions for uncertificated-share rights; securities-registration legends, public-company defenses, valuation, funding, fiduciary duties, and contract or litigation remedies remain outside this corporate-notice rule |
| Wyoming verified 2026-08-26 | W.S. §§ 17-16-626 to -627 and 17-16-732; §§ 34.1-1-202 and 34.1-8-204; ordinary domestic corporation; transfer/registration restrictions; shareholder, holder, transferee, purchaser, person, registered owner, director, and authority recipient; share includes convertible and subscription/acquisition-right security |
General: articles, bylaws, shareholder agreement, or shareholder-corporation agreement. § 17-16-732: articles/bylaws approved by all current shareholders or written agreement signed by all and known to corporation; incorporators/subscribers may act if no shares issued (§§ 17-16-627(a), 17-16-732(b), (g)) |
General earlier share requires holder's agreement-party status or favorable vote. § 17-16-732 requires all current shareholders at adoption and ordinarily all current shareholders for amendment unless agreement provides otherwise (§§ 17-16-627(a), 17-16-732(b)) |
First offer and corporation/other-person acquisition rights may be separate, consecutive, or simultaneous; corporation/class-holder/other-person approval and designated-person/class prohibition require no manifest unreasonableness (§ 17-16-627(d)) |
Shareholder-number/identity status and federal/state securities-exemption purposes authorized; no separate ownership cap, mandatory/automatic transfer, tax-attribute, REIT, or general regulatory-compliance route stated in § 17-16-627(c)-(d) |
Other purpose must be reasonable; approval and designated-person/class terms not manifestly unreasonable. § 17-16-732 residual governance/relationship route must not be contrary to public policy (§§ 17-16-627(c)-(d), 17-16-732(a)(viii)) |
General: conspicuous certificate or § 17-16-626(b) statement; omission protects no-knowledge person. § 17-16-732: conspicuous certificate/statement, recall and replacement, and purchase-time delivery for deemed knowledge (§§ 17-16-627(b), 17-16-732(c), 34.1-1-202(b), 34.1-8-204(a)) |
General noticed restriction enforceable against holder/transferee; omission bars enforcement against no-knowledge person. § 17-16-732 omission preserves agreement/action but gives uninformed purchaser rescission, due earlier of 90 days after discovery or 2 years after purchase; transferred board authority shifts corresponding liability |
W.S. § 34.1-8-204 independently governs issuer notice; § 17-16-732 agreement ends when corporation becomes public and permits board cleanup amendment. Securities registration, intermediaries, valuation, funding, fiduciary outcomes beyond stated liability shift, and other remedies remain outside scope |
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