2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.627 - RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.

        490.627  RESTRICTION ON TRANSFER OF SHARES AND OTHER
      SECURITIES.
         1.  The articles of incorporation, bylaws, an agreement among
      shareholders, or an agreement between shareholders and the
      corporation may impose restrictions on the transfer or registration
      of transfer of shares of the corporation.  A restriction does not
      affect shares issued before the restriction was adopted unless the
      holders of the shares are parties to the restriction agreement or
      voted in favor of the restriction.
         2.  A restriction on the transfer or registration of transfer of
      shares is valid and enforceable against the holder or a transferee of
      the holder if the restriction is authorized by this section and its
      existence is noted conspicuously on the front or back of the
      certificate or is contained in the information statement required by
      section 490.626, subsection 2.  Unless so noted, a restriction is not
      enforceable against a person without knowledge of the restriction.
         3.  A restriction on the transfer or registration of transfer of
      shares is authorized for any of the following purposes:
         a.  To maintain the corporation's status when it is dependent
      on the number or identity of its shareholders.
         b.  To preserve exemptions under federal or state securities
      law.
         c.  For any other reasonable purpose.
         4.  A restriction on the transfer or registration of transfer of
      shares may do any of the following:
         a.  Obligate the shareholder first to offer the corporation or
      other persons, separately, consecutively, or simultaneously, an
      opportunity to acquire the restricted shares.
         b.  Obligate the corporation or other persons, separately,
      consecutively, or simultaneously, to acquire the restricted shares.
         c.  Require the corporation, the holders of any class of its
      shares, or another person to approve the transfer of the restricted
      shares, if the requirement is not manifestly unreasonable.
         d.  Prohibit the transfer of the restricted shares to
      designated persons or classes of persons, if the prohibition is not
      manifestly unreasonable.
         5.  For purposes of this section, "shares" includes a security
      convertible into or carrying a right to subscribe for or acquire
      shares.  

         89 Acts, ch 288, §48
         Referred to in § 490.626, 534.508