§ 17-16-627 — Restriction on transfer of shares and other securities

Wyoming § 17-16-627

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 6: SHARES AND DISTRIBUTIONS

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(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 W.S. 17-16-626(b). 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:
(i) To maintain the corporation's status when it is
dependent on the number or identity of its shareholders;
(ii) To preserve exemptions under federal or state
securities law; or
(iii) For any other reasonable purpose.
(d) A restriction on the transfer or registration of
transfer of shares may:
(i) Obligate the shareholder first to offer the
corporation or other persons, separately, consecutively, or
simultaneously, an opportunity to acquire the restricted shares;
(ii) Obligate the corporation or other persons,
separately, consecutively, or simultaneously, to acquire the
restricted shares;
(iii) 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
(iv) 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.