N.D. Cent. Code § 10-19.1-70
This is the official text of N.D. Cent. Code § 10-19.1-70, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-70. Restriction on transfer or registration of securities
Official statutory text
10-19.1-70. Restriction on transfer or registration of securities
1. A restriction on the transfer or registration of transfer of securities of a corporation may
be imposed in the articles, in the bylaws, by a resolution adopted by the shareholders,
or by an agreement among or other written action by a number of shareholders or
holders of other securities or among them and the corporation. A restriction is not
binding with respect to securities issued prior to the adoption of the restriction, unless
the holders of those securities are parties to the agreement or voted in favor of the
restriction.
2. A written restriction on the transfer or registration of transfer of securities of a
corporation which is not manifestly unreasonable under the circumstances and is
noted conspicuously on the face or back of the certificate or included in information
sent to the holders of uncertificated shares in accordance with subsection 6 of section
10-19.1-66 is valid and specifically enforceable against the holder of the restricted
securities or a successor or transferee of the holder, including a pledgee or a legal
representative.
a. Unless noted conspicuously on the face or back of the certificate or included in
information sent to holders of uncertificated shares in accordance with
subsection 6 of section 10-19.1-66, a restriction, even though permitted by this
section, is ineffective against a person without knowledge of the restriction.
b. A restriction under this section is deemed to be noted conspicuously and is
effective if the existence of the restriction is stated on the certificate and reference
is made to a separate record creating or describing the restriction.
1. A restriction on the transfer or registration of transfer of securities of a corporation may
be imposed in the articles, in the bylaws, by a resolution adopted by the shareholders,
or by an agreement among or other written action by a number of shareholders or
holders of other securities or among them and the corporation. A restriction is not
binding with respect to securities issued prior to the adoption of the restriction, unless
the holders of those securities are parties to the agreement or voted in favor of the
restriction.
2. A written restriction on the transfer or registration of transfer of securities of a
corporation which is not manifestly unreasonable under the circumstances and is
noted conspicuously on the face or back of the certificate or included in information
sent to the holders of uncertificated shares in accordance with subsection 6 of section
10-19.1-66 is valid and specifically enforceable against the holder of the restricted
securities or a successor or transferee of the holder, including a pledgee or a legal
representative.
a. Unless noted conspicuously on the face or back of the certificate or included in
information sent to holders of uncertificated shares in accordance with
subsection 6 of section 10-19.1-66, a restriction, even though permitted by this
section, is ineffective against a person without knowledge of the restriction.
b. A restriction under this section is deemed to be noted conspicuously and is
effective if the existence of the restriction is stated on the certificate and reference
is made to a separate record creating or describing the restriction.
Status: in_force · Read it on the official government site
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