A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:
Source: L. 96: Entire article R&RE, p. 218, § 2, effective July 1.
Editor's note: This section is similar to former § 4-8-204 as it existed prior to 1996.
This section imposes no bar to enforcement of a restriction on transfer against a person who has actual knowledge of it.
Definitional Cross References:
"Certificated security". Section 8-102(a)(4)
"Conspicuous". Section 1-201(10)
"Issuer". Section 8-201
"Knowledge". Section 1-201(25)
"Notify". Section 1-201(25)
"Purchaser". Sections 1-201(33) & 8-116
"Security". Section 8-102(a)(15)
"Security certificate". Section 8-102(a)(16)
"Uncertificated security". Section 8-102(a)(18)
Structure Colorado Code
Title 4 - Uniform Commercial Code
Article 8 - Investment Securities
§ 4-8-202. Issuer's Responsibility and Defenses - Notice of Defect or Defense
§ 4-8-203. Staleness as Notice of Defect or Defense
§ 4-8-204. Effect of Issuer's Restriction on Transfer
§ 4-8-205. Effect of Unauthorized Signature on Security Certificate
§ 4-8-206. Completion or Alteration of Security Certificate
§ 4-8-207. Rights and Duties of Issuer With Respect to Registered Owners
§ 4-8-208. Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent