A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless either of the following applies:

(1) The security is certificated and the restriction is noted conspicuously on the security certificate.

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Terms Used In California Commercial Code 8204

  • Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See California Commercial Code 1201

(2) The security is uncertificated and the registered owner has been notified of the restriction.

(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)