11A V.S.A. § 20.05: Additional articles of incorporation

(a) The articles of incorporation of a close corporation may set forth reasonable qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of shares of any class, or both.

(b) All of the issued stock of all classes may be subject, without limitation, to one or more of the following restrictions on transfer:

(1) any or all restrictions provided in section 6.27 of this title;

(2) a restriction on the transfer of shares for the purpose of maintaining the corporation’s status as an electing small business corporation under subchapter S of the U.S. Internal Revenue Code (26 U.S.C.A. § 1361 et seq.) as amended or of maintaining any other tax status or election of the corporation;

(3) a restriction on the transfer of shares for the purpose of maintaining its status as an electing close corporation under this chapter; or

(4) any other lawful restriction on transfer or registration of transfer of securities which is permitted by this chapter.