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HomeCorporations CodeCh. 4§ 421 Share Transfer Restrictions Agreement

§ 421 Share Transfer Restrictions Agreement

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 421 Share Transfer Restrictions Agreement

Key Takeaways

  • •If you own shares in a small, private company (called a 'close corporation'), you can't sell or transfer your shares to just anyone.
  • •The company's share certificates will have a special note on them reminding you of this rule.
  • •You agree to follow this rule when you accept the shares, even if other laws might say you can sell them more freely.
  • •This rule only applies while the company is still a small, private company.

Example

You own shares in a small family business, and the share certificate says you can't sell them to outsiders without checking the rules first.

If you try to sell your shares to someone outside the family without following the rules, the sale might not be allowed. You agreed to this when you got the shares.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 421 Share Transfer Restrictions Agreement

Each holder of shares of a close corporation, whether original or subsequent, by accepting the certificates for the shares which contain the legend required by subdivision (c) of Section 418 agrees and consents that such holder cannot make any transfer of shares which would violate the provisions of subdivision (d) of Section 418 and waives any right which such holder might otherwise have under any other law to sell such shares to a greater number of purchasers or to demand any registration thereof under the Securities Act of 1933, as now or hereafter amended, or as provided in any statute adopted in substitution therefor, or otherwise, so long as the corporation is a close corporation. (Added by Stats. 1975, Ch. 682.)

Last verified: January 23, 2026

Key Terms

close corporationtransfer of sharesSecurities Act of 1933

Related Statutes

  • § 25131 Nonissuer Securities Qualification
  • § 418 Share Transfer And Restrictions
  • § 12450 Corporate Dissolution Exemption
  • § 12451 Annual Distribution Limit
  • § 12452 Membership Purchase And Redemption

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 421.
View Official Source