§ 1055. Restriction on transfer of securities
Oklahoma Statutes AnnotatedTitle 18. Corporations
18 Okl.St.Ann. § 1055
§ 1055. Restriction on transfer of securities
A. A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of a corporation's securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices sent pursuant to the provisions of subsection F of Section 1032 of this title, may be enforced against the holder of the restricted security or securities or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices sent pursuant to the provisions of subsection F of Section 1032 of this title, a restriction, even though permitted by this section, is ineffective except against a person with actual knowledge of the restriction.
B. A restriction on the transfer or registration of transfer of securities of a corporation, or on the amount of a corporation's securities that may be owned by any person or group of persons, may be imposed either by the certificate of incorporation or by the bylaws or by an agreement among any number of security holders or among such holders and the corporation. No restriction so imposed shall be binding with respect to securities issued prior to the adoption of the restriction unless the holders of the securities are parties to an agreement or voted in favor of the restriction.
1. Obligates the holder of the restricted securities to offer to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities;
3. Requires the corporation or the holders of any class of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities or to approve the amount of securities of the corporation that may be owned by any person or group of persons;
4. Obligates the holder of the restricted securities to sell or transfer an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, or causes or results in the automatic sale or transfer of an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing; or
a. maintaining the corporation's status as an electing small business corporation under Subchapter S of the United States Internal Revenue Code1,
Credits
Laws 1986, c. 292, § 55, eff. Nov. 1, 1986; Laws 2001, c. 405, § 10, eff. Nov. 1, 2001.
Footnotes
26 U.S.C.A. § 1361 et seq.
18 Okl. St. Ann. § 1055, OK ST T. 18 § 1055
Current with emergency effective legislation through Chapter 257 of the Second Regular Session of the 59th Legislature (2024). Some sections may be more current, see credits for details.
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