Restriction on transfer of stock.

(a) The certificate of incorporation, the bylaws, an agreement among stockholders, or an agreement between stockholders and the corporation may impose restrictions on the transfer or registration of transfer of stock of the corporation. A restriction does not affect stock issued before the restriction was adopted unless the holders of the stock are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of stock is valid and enforceable against the corporation, the holder, or a transferee of the holder if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and its existence is noted conspicuously on the front or back of the certificate or is contained in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of stock is authorized:

(1) to maintain the corporation's status when it is dependent on the number or identity of its stockholders;

(2) to preserve exemptions under federal or state securities law; or

(3) for any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of stock may include a restriction that:

(1) obligates the stockholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted stock;

(2) obligates the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted stock;

(3) requires the corporation, the holders of any class or series of its stock, or other persons to approve the transfer of the restricted stock, if the requirement is not manifestly unreasonable;

(4) prohibits the transfer or registration of the restricted stock to designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or

(5) requires the corporation to refuse to transfer the stock.

(e) For purposes of this section, "stock" includes a security convertible into or carrying a right to subscribe for or acquire stock.

(Act 2019-94, §1.)