Va. Code § 8.8A-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.1996, c. 216.