{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1055","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1055","heading":"Restriction on transfer of securities","body":"RESTRICTION ON TRANSFER OF SECURITIES\n\nA. A written restriction or restrictions on the transfer or\n\nregistration of transfer of a security of a corporation, or on the\n\namount of a corporation’s securities that may be owned by any person\n\nor group of persons, if permitted by this section and noted\n\nconspicuously on the certificate or certificates representing the\n\nsecurity or securities so restricted or, in the case of\n\nuncertificated shares, contained in the notice or notices sent\n\npursuant to the provisions of subsection F of Section 1032 of this\n\ntitle, may be enforced against the holder of the restricted security\n\nor securities or any successor or transferee of the holder including\n\nan executor, administrator, trustee, guardian or other fiduciary\n\nentrusted with like responsibility for the person or estate of the\n\nholder. Unless noted conspicuously on the certificate or\n\ncertificates representing the security or securities so restricted\n\nor, in the case of uncertificated shares, contained in the notice or\n\nnotices sent pursuant to the provisions of subsection F of Section\n\n1032 of this title, a restriction, even though permitted by this\n\nsection, is ineffective except against a person with actual\n\nknowledge of the restriction.\n\nB. A restriction on the transfer or registration of transfer of\n\nsecurities of a corporation, or on the amount of a corporation’s\n\nsecurities that may be owned by any person or group of persons, may\n\nbe imposed either by the certificate of incorporation or by the\n\nbylaws or by an agreement among any number of security holders or\n\namong such holders and the corporation. No restriction so imposed\n\nshall be binding with respect to securities issued prior to the\n\nadoption of the restriction unless the holders of the securities are\n\nparties to an agreement or voted in favor of the restriction.\n\nC. A restriction on the transfer or registration of transfer of\n\nsecurities of a corporation or on the amount of a corporation’s\n\nsecurities that may be owned by any person or group of persons is\n\npermitted by the provisions of this section if it:\n\n1. Obligates the holder of the restricted securities to offer\n\nto the corporation or to any other holders of securities of the\n\ncorporation or to any other person or to any combination of the\n\nforegoing, a prior opportunity, to be exercised within a reasonable\n\ntime, to acquire the restricted securities;\n\n2. Obligates the corporation or any holder of securities of the\n\ncorporation or any other person or any combination of the foregoing,\n\nto purchase the securities which are the subject of an agreement\n\nrespecting the purchase and sale of the restricted securities;\n\n3. Requires the corporation or the holders of any class of\n\nsecurities of the corporation to consent to any proposed transfer of\n\nthe restricted securities or to approve the proposed transferee of\n\nthe restricted securities or to approve the amount of securities of\n\nthe corporation that may be owned by any person or group of persons;\n\n4. Obligates the holder of the restricted securities to sell or\n\ntransfer an amount of restricted securities to the corporation or to\n\nany other holders of securities of the corporation or to any other\n\nperson or to any combination of the foregoing, or causes or results\n\nin the automatic sale or transfer of an amount of restricted\n\nsecurities to the corporation or to any other holders of securities\n\nof the corporation or to any other person or to any combination of\n\nthe foregoing; or\n\n5. Prohibits or restricts the transfer of the restricted\n\nsecurities to, or the ownership of restricted securities by,\n\ndesignated persons or classes of persons or groups of persons, and\n\nsuch designation is not manifestly unreasonable.\n\nD. Any restriction on the transfer or the registration of\n\ntransfer of the securities of a corporation, or on the amount of\n\nsecurities of a corporation that may be owned by a person or group\ntransfer of the restricted\n\nsecurities to, or the ownership of restricted securities by,\n\ndesignated persons or classes of persons or groups of persons, and\n\nsuch designation is not manifestly unreasonable.\n\nD. Any restriction on the transfer or the registration of\n\ntransfer of the securities of a corporation, or on the amount of\n\nsecurities of a corporation that may be owned by a person or group\n\nof persons, shall be conclusively presumed to be for a reasonable\n\npurpose for any of the following purposes:\n\n1. Maintaining any local, state, federal or foreign tax\n\nadvantage to the corporation or its shareholders, including without\n\nlimitation:\n\na. maintaining the corporation’s status as an electing\n\nsmall business corporation under Subchapter S of the\n\nUnited States Internal Revenue Code,\n\nb. maintaining or preserving any tax attribute,\n\nincluding, without limitation, net operating losses,\n\nor\n\nc. qualifying or maintaining the qualification of the\n\ncorporation as a real estate investment trust pursuant\n\nto the United States Internal Revenue Code or\n\nregulations adopted pursuant to the United States\n\nInternal Revenue Code; or\n\n2. Maintaining any statutory or regulatory advantage or\n\ncomplying with any statutory or regulatory requirements under\n\napplicable local, state, federal, or foreign law.\n\nE. Any other lawful restriction on transfer or registration of\n\ntransfer of securities, or on the amount of securities that may be\n\nowned by any person or group of persons, is permitted by the\n\nprovisions of this section.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"4855f796762c6ddc2a9e4bbcb43f016959ccdb1d6e5837c8e11d1ed0a40ac746","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1054","next":"us-ok/okla.-stat.-tit.-18-18-1055.1"},"notice":"GroundRules: Original legal text. Not legal advice."}