{"data":{"id":"us-dc/d.c.-code-29-304.27","jurisdiction":"us-dc","citation":"D.C. Code § 29-304.27","heading":"Restriction on transfer of shares and other securities.","body":"(a)\nThe articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction shall not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.\n\n(b)\nA restriction on the transfer or registration of transfer of shares shall be valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 29-304.26(b). Unless so noted or contained, a restriction shall not be enforceable against a person without knowledge of the restriction.\n\n(c)\nA restriction on the transfer or registration of transfer of shares is authorized:\n(1)\nTo maintain the corporation’s status when it is dependent on the number or identity of its shareholders;\n(2)\nTo preserve exemptions under federal or state securities law; or\n(3)\nFor any other reasonable purpose.\n\n(d)\nA restriction on the transfer or registration of transfer of shares may:\n(1)\nObligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;\n(2)\nObligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;\n(3)\nRequire the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or\n(4)\nProhibit the transfer of the restricted shares to designated persons or classes of persons if the prohibition is not manifestly unreasonable.\n\n(e)\nFor the purposes of this section, the term “shares” shall include a security convertible into or carrying a right to subscribe for or acquire shares.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 3. Business Corporations.","Subchapter IV. Shares and Distributions.","Part B. Issuance of Shares."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-304.27","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"6edf184fd99c08e2fc9cac8b0ce24c215c69ff19a559159e9086493623d15b29","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-304.26","next":"us-dc/d.c.-code-29-304.28"},"notice":"GroundRules: Original legal text. Not legal advice."}