1. (a) A restriction on the transfer or registration of transfer of a security, or on the amount of a corporation's securities that may be owned by a person or group of persons, may be imposed by:

   1. (1) the corporation's certificate of formation;
   2. (2) the corporation's bylaws;
   3. (3) a written agreement among two or more holders of the securities; or

   4. (4) a written agreement among one or more holders of the securities and the corporation if:

      1. (A) the corporation files a copy of the agreement at the principal place of business or registered office of the corporation; and
      2. (B) the copy of the agreement is subject to the same right of examination by a shareholder of the corporation, in person or by agent, attorney, or accountant, as the books and records of the corporation.
2. (b) A restriction imposed under Subsection (a) is not valid with respect to a security issued before the restriction has been adopted, unless the holder of the security voted in favor of the restriction or is a party to the agreement imposing the restriction.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 48, eff. January 1, 2006.