30-29-627. RESTRICTION ON TRANSFER OF SHARES. (a) The articles of incorporation, the 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 section 30-29-626(b), Idaho Code. 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
(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 or series of its shares, or other persons 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.
History:
[30-29-627, added 2015, ch. 243, sec. 61, p. 914; am. 2019, ch. 90, sec. 38, p. 249.]
Structure Idaho Code
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Part 6 - SHARES AND DISTRIBUTIONS
Section 30-29-601 - AUTHORIZED SHARES.
Section 30-29-602 - TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS.
Section 30-29-603 - ISSUED AND OUTSTANDING SHARES.
Section 30-29-604 - FRACTIONAL SHARES.
Section 30-29-620 - SUBSCRIPTION FOR SHARES BEFORE INCORPORATION.
Section 30-29-621 - ISSUANCE OF SHARES.
Section 30-29-622 - LIABILITY OF SHAREHOLDERS.
Section 30-29-623 - SHARE DIVIDENDS.
Section 30-29-624 - SHARE RIGHTS, OPTIONS, WARRANTS, AND AWARDS.
Section 30-29-625 - FORM AND CONTENT OF CERTIFICATES.
Section 30-29-626 - SHARES WITHOUT CERTIFICATES.
Section 30-29-627 - RESTRICTION ON TRANSFER OF SHARES.
Section 30-29-630 - SHAREHOLDERS’ PREEMPTIVE RIGHTS.
Section 30-29-631 - CORPORATION’S ACQUISITION OF ITS OWN SHARES.