§ 33-18-109 — Notice of statutory close corporation status on issued shares.

(a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation: "The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation." (b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a). (c) The notice required by this section satisfies all requirements of this chapter and of Section 33-6-270 that notice of share transfer restrictions be given. (d) A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation which has not complied with the notice requirement of this section is bound by any documents of which he, or a person through whom he claims, has knowledge or notice. (e) A corporation shall provide to any shareholder upon his written request and without charge copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents filed with the corporation that restrict transfer or affect voting or other rights of shareholders.

Legislative History

HISTORY: 1988 Act No. 444, SECTION 2.