§ 55-6-27. Restriction on transfer of shares and other securities. - North Carolina Statutes

§55‑6‑27.  Restriction on transfer of shares and other securities.

(a)        The articles ofincorporation, bylaws, an agreement among shareholders, or an agreement betweenshareholders and the corporation may impose restrictions on the transfer orregistration of transfer of shares of the corporation.  A restriction does notaffect shares issued before the restriction was adopted unless the holders ofthe shares are parties to the restriction agreement or voted in favor of therestriction.

(b)        A restriction on thetransfer or registration of transfer of shares is valid and enforceable againstthe holder or a transferee of the holder if the restriction is authorized bythis section, it is not unconscionable under the circumstances, and itsexistence is noted conspicuously on the front or back of the certificate or iscontained in the information statement required by G.S. 55‑6‑26(b). Unless so noted, a restriction is not enforceable except against a person whoreceives actual written notice of the restrictions.

(c)        A restriction onthe transfer or registration of transfer of shares is authorized:

(1)        To maintain thecorporation's status when it is dependent on the number or identity of itsshareholders;

(2)        To preserveexemptions under federal or state securities law;

(3)        For any otherreasonable purpose.

(d)        A restrictionauthorized by G.S. 55‑6‑27(c) may:

(1)        Obligate theshareholder first to offer the corporation or other persons (separately,consecutively, or simultaneously) an opportunity to acquire the restrictedshares;

(2)        Obligate thecorporation or other persons (separately, consecutively, or simultaneously) toacquire the restricted shares;

(3)        Require thecorporation, the holders of any class of its shares, or another person toapprove the transfer of the restricted shares, if the requirement is notmanifestly unreasonable;

(4)        Prohibit thetransfer of the restricted shares to designated persons or classes of persons,if the prohibition is not manifestly unreasonable;

(5)        Contain any otherprovision reasonably related to an authorized purpose.

(e)        For purposes ofthis section, "shares" includes a security convertible into orcarrying a right to subscribe for or acquire shares. (1989,c. 265, s. 1.)