2001 Minnesota Statutes

     302A.429 Restriction on transfer or registration of 
  securities. 

    Subdivision 1.    How imposed.  A restriction on the 
 transfer or registration of transfer of securities of a 
 corporation may be imposed in the articles, in the bylaws, by a 
 resolution adopted by the shareholders, or by an agreement among 
 or other written action by a number of shareholders or holders 
 of other securities or among them and the corporation.  A 
 restriction is not binding with respect to securities issued 
 prior to the adoption of the restriction, unless the holders of 
 those securities are parties to the agreement or voted in favor 
 of the restriction.  

    Subd. 2.    Restrictions permitted.  A written 
 restriction on the transfer or registration of transfer of 
 securities of a corporation that is not manifestly unreasonable 
 under the circumstances and is either:  (1) noted conspicuously 
 on the face or back of the certificate; or (2) included in 
 information sent to the holders of uncertificated shares in 
 accordance with section 302A.417, subdivision 7, may be enforced 
 against the holder of the restricted securities or a successor 
 or transferee of the holder, including a pledgee or a legal 
 representative.  Unless noted conspicuously on the face or back 
 of the certificate or included in information sent to the 
 holders of uncertificated shares in accordance with section 
 302A.417, subdivision 7, a restriction, even though permitted by 
 this section, is ineffective against a person without knowledge 
 of the restriction.  A restriction under this section is deemed 
 to be noted conspicuously and is effective if the existence of 
 the restriction is stated on the certificate and reference is 
 made to a separate document creating or describing the 
 restriction.  

    HIST: 1981 c 270 s 64; 1997 c 10 art 1 s 18