{"data":{"id":"us-ky/krs-271b.6-270","jurisdiction":"us-ky","citation":"KRS 271B.6-270","heading":"Restrictions on transfer or registration of shares or other securities.","body":"(1) The articles of incorporation, bylaws, an agreement among shareholders, or an\nagreement between shareholders and the corporation may impose restrictions on the\ntransfer or registration of transfer of shares of the corporation. A restriction shall not\naffect shares issued before the restriction was adopted unless the holders of the\nshares are parties to the restriction agreement or voted in favor of the restriction.\n(2) A restriction on the transfer or registration of transfer of shares shall be valid an d\nenforceable against the holder, or a transferee of the holder if the restriction is\nauthorized by this section, and the holder or transferee has actual knowledge of the\nrestriction or its existence is noted conspicuously on the front or back of the\ncertificate or is contained in the information statement required by KRS 271B.6 -\n260(2). Unless so noted or contained, a restriction is not enforceable against a\nperson without knowledge of the restriction.\n(3) A restriction on the transfer or registration of transfer of shares shall be authorized:\n(a) To maintain the corporation's status when it is dependent on the number or\nidentity of its shareholders;\n(b) To preserve exemptions under federal or state securities law;\n(c) In connection with shares issued by the  corporation to its officers, directors,\nemployees, or independent contractors, including as equity -based\ncompensation under the Internal Revenue Code; or\n(d) For any other reasonable purpose.\n(4) A restriction on the transfer or registration of transfer o f shares may without\nlimitation:\n(a) Obligate the shareholder first to offer the corporation or other persons,\nseparately, consecutively, or simultaneously, an opportunity to acquire the\nrestricted shares;\n(b) Obligate the corporation or other persons, sep arately, consecutively, or\nsimultaneously, to acquire or transfer the restricted shares;\n(c) Obligate a shareholder to transfer the restricted shares to the corporation or\nother persons for an agreed price or a price based on a valuation formula,\nincluding an obligation to transfer the shares for an amount equal to the\noriginal consideration paid for the shares;\n(d) Require the corporation, the holders of any class of its shares, or another\nperson to approve the transfer of the restricted shares, if the requirement is not\nmanifestly unreasonable; or\n(e) Prohibit the transfer of the restricted shares to designated persons or classes of\npersons, if the prohibition is not manifestly unreasonable.\n(5) For purposes of this section, \"shares\" includes a security convertible into or carrying\na right to subscribe for or acquire shares.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13347","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"4293e6059b3be06113d8a5b471e61c9275625ba3d925f508d0be6edc6c2c5ad7","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.6-260","next":"us-ky/krs-271b.6-280"},"notice":"GroundRules: Original legal text. Not legal advice."}