§ 21-248 — Restriction on transfer of shares and other securities

(MBCA
6.27) (a) The articles of incorporation, bylaws, an agreement among shareholders,
or an agreement between shareholders and the corporation may impose restrictions
on the transfer or registration of transfer of shares of the corporation.
A restriction does not affect shares issued before the restriction was adopted
unless the holders of the shares are parties to the restriction agreement
or voted in favor of the restriction.
(b) A restriction on the
transfer or registration of transfer of shares is valid and enforceable against
the holder or a transferee of the holder if the restriction is authorized
by this section and its existence is noted conspicuously on the front or back
of the certificate or is contained in the information statement required by
subsection (b) of section 21-247 . 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 shares is authorized:
(1) To maintain the corporation's
status when it is dependent on the number or identity of its shareholders;
(2) To preserve exemptions
under federal or state securities law or under the Internal Revenue Code;
or
(3)
For any other reasonable purpose.
(d) A restriction on the transfer or registration
of transfer of shares may:
(1)
Obligate the shareholder first to offer the corporation or other persons,
separately, consecutively, or simultaneously, an opportunity to acquire the
restricted shares;
(2)
Obligate the corporation or other persons, separately, consecutively, or simultaneously,
to acquire the restricted shares;
(3) Require the corporation, the holders of any class
of its shares, or another person to approve the transfer of the restricted
shares, if the requirement is not manifestly unreasonable; or
(4) Prohibit the transfer
of the restricted shares to designated persons or classes of persons, if the
prohibition is not manifestly unreasonable.
(e) For purposes of this section, shares includes
a security convertible into or carrying a right to subscribe for or acquire
shares.

Legislative History

Source: Laws 2014, LB749, § 48.