Title 14, Chapter 2, Section 911
( 14-2-911)
(a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under Code Section 14-2-912. (b) Except to the extent the articles of incorporation provide
otherwise, this Code section does not apply to a transfer: (1) To the corporation or to any other holder of the same class or
series of shares; (2) To members of the shareholder's immediate family (or to a
trust, all of whose beneficiaries are members of the shareholder's
immediate family), which immediate family consists of his spouse,
parents, lineal descendants (including adopted children and
stepchildren), and the spouse of any lineal descendant, and
brothers and sisters; (3) That has been approved in writing by all of the holders of the
corporation's shares having general voting rights; (4) To an executor or administrator upon the death of a
shareholder or to a trustee or receiver as the result of a
bankruptcy, insolvency, dissolution, or similar proceeding brought
by or against a shareholder; (5) By merger or share exchange under Article 11 of this chapter
or an exchange of existing shares for other shares of a different
class or series of the corporation; (6) By a pledge as collateral for a loan that does not grant the
pledgee any voting rights possessed by the pledgor; or (7) Made after termination of the corporation's status as a
statutory close corporation. |