17-6426.Restrictions on transfer or ownership of
securities.
(a) A written restriction on the transfer or registration of transfer of a
security of a corporation, or on the amount of the corporation's securities
that may be owned by any securities holder or a group of securities holders, if
permitted by this section and noted conspicuously on the certificate
representing the security, or, in the case of uncertificated shares, contained
in the notice sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments
thereto, may be enforced against the holder of the restricted security 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
representing the security, or, in the case of uncertificated shares, contained
in the notice sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments
thereto, 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 the corporation's securities that may be
owned by any securities holder or a group of securities holders, may be imposed
either by the articles 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.
(c) A restriction on the transfer or registration of transfer of securities
of a corporation or on the amount of such securities that may be owned by any
securities holder or group of securities holders is permitted by this section
if it:
(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;
(2) obligates the corporation or any holder of securities of the corporation
or any other person or any combination of the foregoing, to purchase the
securities which are the subject of an agreement respecting the purchase and
sale of the restricted securities;
(3) requires the corporation or the holders of any class or series 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 securities holder or group of securities holders;
(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
(5) prohibits or restricts the transfer of the restricted securities to, or
the ownership of restricted securities by, designated persons or classes of
persons or groups of persons, and such designation is not manifestly
unreasonable.
(d) Any restriction on the transfer or the registration of transfer of the
securities of a corporation, or on the amount of securities of a corporation
that may be owned by a securities holder or group of securities holders, for
any of the following purposes shall be conclusively presumed to be for a
reasonable purpose: (1) Maintaining any local, state, federal or foreign tax
advantage to the corporation or its stockholders, including without limitation:
(A) Maintaining the corporation's status as an electing small business
corporation under subchapter S of the United States internal revenue code, 26
U.S.C. §1371 et seq., (B) maintaining or preserving any tax
attribute, including without limitation net operating losses, or (C) qualifying
or maintaining the qualification of the corporation as a real estate investment
trust pursuant to the United States internal revenue code or regulations
adopted pursuant to the United States internal revenue code, or (2) maintaining
any statutory or regulatory advantage or complying with any statutory or
regulatory requirements under applicable local, state, federal or foreign law.
(e) Any other lawful restriction on transfer or registration of transfer
of securities, or on the amount of securities that may be owned by any person
or group of persons, is permitted by this section.
History: L. 1972, ch. 52, § 53;
L. 1988, ch. 99, § 21;
Revived and amend., L. 1988, ch. 100, § 21;
L. 2004, ch. 143, § 25; Jan. 1, 2005.
17-6426.Restrictions on transfer or ownership of
securities.
(a) A written restriction on the transfer or registration of transfer of a
security of a corporation, or on the amount of the corporation's securities
that may be owned by any securities holder or a group of securities holders, if
permitted by this section and noted conspicuously on the certificate
representing the security, or, in the case of uncertificated shares, contained
in the notice sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments
thereto, may be enforced against the holder of the restricted security 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
representing the security, or, in the case of uncertificated shares, contained
in the notice sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments
thereto, 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 the corporation's securities that may be
owned by any securities holder or a group of securities holders, may be imposed
either by the articles 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.
(c) A restriction on the transfer or registration of transfer of securities
of a corporation or on the amount of such securities that may be owned by any
securities holder or group of securities holders is permitted by this section
if it:
(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;
(2) obligates the corporation or any holder of securities of the corporation
or any other person or any combination of the foregoing, to purchase the
securities which are the subject of an agreement respecting the purchase and
sale of the restricted securities;
(3) requires the corporation or the holders of any class or series 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 securities holder or group of securities holders;
(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
(5) prohibits or restricts the transfer of the restricted securities to, or
the ownership of restricted securities by, designated persons or classes of
persons or groups of persons, and such designation is not manifestly
unreasonable.
(d) Any restriction on the transfer or the registration of transfer of the
securities of a corporation, or on the amount of securities of a corporation
that may be owned by a securities holder or group of securities holders, for
any of the following purposes shall be conclusively presumed to be for a
reasonable purpose: (1) Maintaining any local, state, federal or foreign tax
advantage to the corporation or its stockholders, including without limitation:
(A) Maintaining the corporation's status as an electing small business
corporation under subchapter S of the United States internal revenue code, 26
U.S.C. §1371 et seq., (B) maintaining or preserving any tax
attribute, including without limitation net operating losses, or (C) qualifying
or maintaining the qualification of the corporation as a real estate investment
trust pursuant to the United States internal revenue code or regulations
adopted pursuant to the United States internal revenue code, or (2) maintaining
any statutory or regulatory advantage or complying with any statutory or
regulatory requirements under applicable local, state, federal or foreign law.
(e) Any other lawful restriction on transfer or registration of transfer
of securities, or on the amount of securities that may be owned by any person
or group of persons, is permitted by this section.
History: L. 1972, ch. 52, § 53;
L. 1988, ch. 99, § 21;
Revived and amend., L. 1988, ch. 100, § 21;
L. 2004, ch. 143, § 25; Jan. 1, 2005.
17-6426.Restrictions on transfer or ownership of
securities.
(a) A written restriction on the transfer or registration of transfer of a
security of a corporation, or on the amount of the corporation's securities
that may be owned by any securities holder or a group of securities holders, if
permitted by this section and noted conspicuously on the certificate
representing the security, or, in the case of uncertificated shares, contained
in the notice sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments
thereto, may be enforced against the holder of the restricted security 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
representing the security, or, in the case of uncertificated shares, contained
in the notice sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments
thereto, 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 the corporation's securities that may be
owned by any securities holder or a group of securities holders, may be imposed
either by the articles 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.
(c) A restriction on the transfer or registration of transfer of securities
of a corporation or on the amount of such securities that may be owned by any
securities holder or group of securities holders is permitted by this section
if it:
(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;
(2) obligates the corporation or any holder of securities of the corporation
or any other person or any combination of the foregoing, to purchase the
securities which are the subject of an agreement respecting the purchase and
sale of the restricted securities;
(3) requires the corporation or the holders of any class or series 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 securities holder or group of securities holders;
(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
(5) prohibits or restricts the transfer of the restricted securities to, or
the ownership of restricted securities by, designated persons or classes of
persons or groups of persons, and such designation is not manifestly
unreasonable.
(d) Any restriction on the transfer or the registration of transfer of the
securities of a corporation, or on the amount of securities of a corporation
that may be owned by a securities holder or group of securities holders, for
any of the following purposes shall be conclusively presumed to be for a
reasonable purpose: (1) Maintaining any local, state, federal or foreign tax
advantage to the corporation or its stockholders, including without limitation:
(A) Maintaining the corporation's status as an electing small business
corporation under subchapter S of the United States internal revenue code, 26
U.S.C. §1371 et seq., (B) maintaining or preserving any tax
attribute, including without limitation net operating losses, or (C) qualifying
or maintaining the qualification of the corporation as a real estate investment
trust pursuant to the United States internal revenue code or regulations
adopted pursuant to the United States internal revenue code, or (2) maintaining
any statutory or regulatory advantage or complying with any statutory or
regulatory requirements under applicable local, state, federal or foreign law.
(e) Any other lawful restriction on transfer or registration of transfer
of securities, or on the amount of securities that may be owned by any person
or group of persons, is permitted by this section.
History: L. 1972, ch. 52, § 53;
L. 1988, ch. 99, § 21;
Revived and amend., L. 1988, ch. 100, § 21;
L. 2004, ch. 143, § 25; Jan. 1, 2005.