Section 34.1-8-204 - Effect of issuer's restriction on transfer(a) 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: (i) The security is certificated and the restriction is noted conspicuously on the security certificate; or (ii) The security is uncertificated and the registered owner has been notified of the restriction.