N.D. Cent. Code § 41-08-20: (8-204) Effect of issuer's restriction on transfer

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:

1.The security is certificated and the restriction is noted conspicuously on the security certificate; or

2.The security is uncertificated and the registered owner has been notified of the restriction.