New York § 8-204 Effect of Issuer's Restriction on Transfer

New York Statutes

§ 8-204 — Effect of Issuer's Restriction on Transfer

New York § 8-204

Law UCCUniform Commercial Code

Part 2Issue and Issuer

Art. 8Investment Securities

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Bluebook

N.Y. Uniform Commercial Code § 8-204 (2026).

Text

Section 8--204. Effect of Issuer's Restriction on Transfer.\n  A restriction on transfer of a security imposed by the issuer, even if\notherwise lawful, is ineffective against a person without knowledge of\nthe restriction unless:\n  (1) the security is certificated and the restriction is noted\nconspicuously on the security certificate; or\n  (2) the security is uncertificated and the registered owner has been\nnotified of the restriction; or\n  (3) the restriction is on the transfer of a cooperative interest and\nthe restriction is set forth in the cooperative record.\n

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Section 8--204. Effect of Issuer's Restriction on Transfer.\n A restriction on transfer of a security imposed by the issuer, even if\notherwise lawful, is ineffective against a person without knowledge of\nthe restriction unless:\n (1) the security is certificated and the restriction is noted\nconspicuously on the security certificate; or\n (2) the security is uncertificated and the registered owner has been\nnotified of the restriction; or\n (3) the restriction is on the transfer of a cooperative interest and\nthe restriction is set forth in the cooperative record.\n