17-7207.Issuance or transfer of stock of close
corporation in
breach of restrictions or conditions thereon; effect; conclusive
presumptions; transfer defined; applicability and effect of section.
(a) If stock of a close corporation is issued or transferred to any
person who is not entitled under any provision of the articles of
incorporation permitted by subsection (b) of K.S.A. 17-7202 to be a holder
of record of stock of such corporation, and if
the certificate for such stock conspicuously notes the qualifications of
the persons entitled to be holders of record thereof, such person is
conclusively presumed to have notice of the fact of his ineligibility to
be a stockholder.
(b) If the articles of incorporation of a close corporation state
the number of persons, not in excess of 35, who are
entitled to be holders of record of its stock, and if the certificate for
such stock conspicuously states such number, and if the issuance or transfer of
stock to any person would cause the stock to be held by more than such
number of persons, the person to whom such stock is issued or
transferred is conclusively presumed to have notice of this fact.
(c) If a stock certificate of any close corporation conspicuously
notes the fact of a restriction on transfer of stock of the corporation,
and the restriction is one which is permitted by K.S.A. 17-6426, the transferee
of the stock is conclusively presumed to have
notice of the fact that he has acquired stock in violation of the
restriction, if such acquisition violates the restriction.
(d) Whenever any person to whom stock of a close corporation has
been issued or transferred has, or is conclusively presumed under this
section to have, notice either (1) that he is a person not eligible to
be a holder of stock of the corporation, or (2) that transfer of stock
to him would cause the stock of the corporation to be held by more than
the number of persons permitted by its articles of incorporation to hold
stock of the corporation, or (3) that the transfer of stock is in
violation of a restriction on transfer of stock, the corporation, at its
option, may refuse to register transfer of the stock into the name of
the transferee.
(e) The provisions of subsection (d) shall not be applicable if the
transfer of stock, even though otherwise contrary to subsection (a), (b)
or (c), has been consented to by all the stockholders of the close
corporation, or if the close corporation has amended its articles of
incorporation in accordance with K.S.A. 17-7206.
(f) The term "transfer," as used in this section, is not limited to
a transfer for value.
(g) The provisions of this section do not impair in any way any
rights of a transferee regarding any right to rescind the transaction or
to recover under any applicable warranty, express or implied.
History: L. 1972, ch. 52, § 131;
L. 2009, ch. 23, § 1; July 1.
17-7207.Issuance or transfer of stock of close
corporation in
breach of restrictions or conditions thereon; effect; conclusive
presumptions; transfer defined; applicability and effect of section.
(a) If stock of a close corporation is issued or transferred to any
person who is not entitled under any provision of the articles of
incorporation permitted by subsection (b) of K.S.A. 17-7202 to be a holder
of record of stock of such corporation, and if
the certificate for such stock conspicuously notes the qualifications of
the persons entitled to be holders of record thereof, such person is
conclusively presumed to have notice of the fact of his ineligibility to
be a stockholder.
(b) If the articles of incorporation of a close corporation state
the number of persons, not in excess of 35, who are
entitled to be holders of record of its stock, and if the certificate for
such stock conspicuously states such number, and if the issuance or transfer of
stock to any person would cause the stock to be held by more than such
number of persons, the person to whom such stock is issued or
transferred is conclusively presumed to have notice of this fact.
(c) If a stock certificate of any close corporation conspicuously
notes the fact of a restriction on transfer of stock of the corporation,
and the restriction is one which is permitted by K.S.A. 17-6426, the transferee
of the stock is conclusively presumed to have
notice of the fact that he has acquired stock in violation of the
restriction, if such acquisition violates the restriction.
(d) Whenever any person to whom stock of a close corporation has
been issued or transferred has, or is conclusively presumed under this
section to have, notice either (1) that he is a person not eligible to
be a holder of stock of the corporation, or (2) that transfer of stock
to him would cause the stock of the corporation to be held by more than
the number of persons permitted by its articles of incorporation to hold
stock of the corporation, or (3) that the transfer of stock is in
violation of a restriction on transfer of stock, the corporation, at its
option, may refuse to register transfer of the stock into the name of
the transferee.
(e) The provisions of subsection (d) shall not be applicable if the
transfer of stock, even though otherwise contrary to subsection (a), (b)
or (c), has been consented to by all the stockholders of the close
corporation, or if the close corporation has amended its articles of
incorporation in accordance with K.S.A. 17-7206.
(f) The term "transfer," as used in this section, is not limited to
a transfer for value.
(g) The provisions of this section do not impair in any way any
rights of a transferee regarding any right to rescind the transaction or
to recover under any applicable warranty, express or implied.
History: L. 1972, ch. 52, § 131;
L. 2009, ch. 23, § 1; July 1.
17-7207.Issuance or transfer of stock of close
corporation in
breach of restrictions or conditions thereon; effect; conclusive
presumptions; transfer defined; applicability and effect of section.
(a) If stock of a close corporation is issued or transferred to any
person who is not entitled under any provision of the articles of
incorporation permitted by subsection (b) of K.S.A. 17-7202 to be a holder
of record of stock of such corporation, and if
the certificate for such stock conspicuously notes the qualifications of
the persons entitled to be holders of record thereof, such person is
conclusively presumed to have notice of the fact of his ineligibility to
be a stockholder.
(b) If the articles of incorporation of a close corporation state
the number of persons, not in excess of 35, who are
entitled to be holders of record of its stock, and if the certificate for
such stock conspicuously states such number, and if the issuance or transfer of
stock to any person would cause the stock to be held by more than such
number of persons, the person to whom such stock is issued or
transferred is conclusively presumed to have notice of this fact.
(c) If a stock certificate of any close corporation conspicuously
notes the fact of a restriction on transfer of stock of the corporation,
and the restriction is one which is permitted by K.S.A. 17-6426, the transferee
of the stock is conclusively presumed to have
notice of the fact that he has acquired stock in violation of the
restriction, if such acquisition violates the restriction.
(d) Whenever any person to whom stock of a close corporation has
been issued or transferred has, or is conclusively presumed under this
section to have, notice either (1) that he is a person not eligible to
be a holder of stock of the corporation, or (2) that transfer of stock
to him would cause the stock of the corporation to be held by more than
the number of persons permitted by its articles of incorporation to hold
stock of the corporation, or (3) that the transfer of stock is in
violation of a restriction on transfer of stock, the corporation, at its
option, may refuse to register transfer of the stock into the name of
the transferee.
(e) The provisions of subsection (d) shall not be applicable if the
transfer of stock, even though otherwise contrary to subsection (a), (b)
or (c), has been consented to by all the stockholders of the close
corporation, or if the close corporation has amended its articles of
incorporation in accordance with K.S.A. 17-7206.
(f) The term "transfer," as used in this section, is not limited to
a transfer for value.
(g) The provisions of this section do not impair in any way any
rights of a transferee regarding any right to rescind the transaction or
to recover under any applicable warranty, express or implied.
History: L. 1972, ch. 52, § 131;
L. 2009, ch. 23, § 1; July 1.