2012 Delaware Code
Title 8 - Corporations
CHAPTER 6. PROFESSIONAL SERVICE CORPORATIONS
§ 612. Sale or transfer of shares.

Except as provided in § 616 of this title, no shareholder of a corporation, organized under this chapter, may sell or transfer such shareholder's shares in the corporation, except to the corporation, or to another individual who is eligible to be a shareholder of such corporation, and the sale or transfer may be made only after the same shall have been approved, at a stockholders' meeting specially called for such purpose, or at an annual meeting with 10 days' notice of such additional purpose, by such proportion, not less than a majority, of the outstanding stock entitled to be voted on that question as may be provided in the certificate of incorporation or in the bylaws. At such shareholders' meeting the shares of stock held by the shareholder proposing to sell or transfer such shareholder's shares may not be voted or counted for any purpose. The certificate of incorporation may provide specifically for additional restraints on the alienation of shares, and may require the redemption or purchase of such shares by the corporation at prices and in a specific manner, or authorize the corporation's board of directors or its shareholders to adopt bylaws restraining the alienation of shares and providing for the purchase or redemption by the corporation of its shares; provided, however, such provisions, dealing with the purchase or redemption by the corporation of its shares, may not be invoked at a time or in a manner that would impair the capital of the corporation.

8 Del. C. 1953, § 612; 57 Del. Laws, c. 127; 71 Del. Laws, c. 339, § 112.;