Transfer of shares prohibited; exceptions.
1. An interest in the shares of a close corporation may not be transferred, except to the extent permitted by the certificate of incorporation, the bylaws, a shareholders’ agreement or a voting trust agreement.
2. Except as otherwise provided by the certificate of incorporation, the provisions of this section do not apply to a transfer:
(a) To the corporation or to any other shareholder of the same class or series of shares.
(b) To heirs at law.
(c) That has been approved in writing by all of the holders of the shares of the corporation having voting rights.
(d) To an executor or administrator upon the death of a shareholder or to a trustee or receiver as a result of a bankruptcy, insolvency, dissolution or similar proceeding brought by or against a shareholder.
(e) By merger or share exchange or an exchange of existing shares for other shares of a different class or series in the corporation.
(f) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor.
(g) Made after the termination of the status of the corporation as a close corporation.
Last modified: February 26, 2006