1. Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a corporation, if permitted by this section, may be enforced against the holder of the restricted stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

2. A restriction on the transfer or registration of transfer of the stock of a corporation, or on the amount of a corporation’s stock that may be owned by a person or group of persons, may be imposed by the articles of incorporation or by the bylaws or by an agreement among any number of stockholders or between or among one or more stockholders and the corporation. No restriction so imposed is binding upon any stockholder with respect to the shares of stock owned by such stockholder at the time the restriction is adopted, regardless of any later effective time of such restriction, unless such stockholder is a party to the agreement or voted in favor of the restriction.

3. A restriction on the transfer or the registration of transfer of shares is valid and enforceable against the transferee of the stockholder if the restriction is not prohibited by other law and its existence is noted conspicuously on the front or back of the stock certificate or is contained in the statement of information required by NRS 78.235. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

4. A restriction on the transfer or registration of transfer of the stock of a corporation or on the amount of such stock that may be owned by any person or group of persons is permitted, without limitation by this enumeration, if it:

(a) Obligates the stockholder first to offer to the corporation or to any other stockholder or stockholders of the corporation or to any other person or persons or to any combination of the foregoing a prior opportunity, to be exercised within a reasonable time, to acquire the stock;

(b) Obligates the corporation or any stockholder of the corporation or any other person or any combination of the foregoing to purchase stock which is the subject of an agreement respecting the purchase and sale of the stock;

(c) Requires the corporation or any stockholder or stockholders to:

(1) Consent to any proposed transfer of the stock;

(2) Approve the proposed transferee of stock; or

(3) Approve the amount of stock of the corporation proposed to be acquired by any person or group of persons;

(d) Prohibits or restricts the transfer of the stock to, or the ownership of stock by, designated persons or classes of persons, and such designation is not manifestly unreasonable; or

(e) Prohibits or restricts the transfer or registration of transfer of the stock or the amount of stock of a corporation that may be owned by a person or group of persons, for any of the following purposes:

(1) To maintain the corporation’s status when it is dependent on the number or identity of its stockholders, including, without limitation, the corporation’s status as an electing small business corporation under subchapter S of chapter 1 of subtitle A of the United States Internal Revenue Code, 26 U.S.C. § 1371 et seq., as amended, or any successor provision;

(2) To maintain or preserve the corporation’s status or exemptions under federal or state laws governing taxes or securities, including, without limitation, the qualification of the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto;

(3) To maintain or preserve any other local, state, federal or foreign tax advantage to, or attribute of, the corporation or its stockholders, including, without limitation, net operating losses;

(4) To maintain any statutory or regulatory advantage or to comply with any statutory or regulatory requirements under applicable local, state, federal or foreign law; or

(5) For any other reasonable purpose.

5. For the purposes of this section, “stock” includes a security convertible into or carrying an option or other right to subscribe for or to acquire stock.

(Added to NRS by 1969, 112; A 1991, 1226; 2005, 2180; 2011, 2774)