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:

1. (1) the security is certificated and the restriction is noted conspicuously on the security certificate; or
2. (2) the security is uncertificated and the registered owner has been notified of the restriction.

HISTORY: 1962 Code SECTION 10.8-204; 1966 (54) 2716; 1991 Act No. 161, SECTION 1; 2001 Act No. 67, SECTION 5.