78(1)A company, by by-law passed by the directors and unanimously confirmed by all its shareholders at any general meeting, may provide that the company is a close corporation and that the shares of the capital stock or any class or classes thereof are not transferable to any person not being a shareholder of that class of share at the time such transfer is proposed to be made, until the name of the proposed transferee is submitted to the directors and they have given consent to the transfer or upon such other terms or conditions as may be provided by the by-law.

78(2)Where such a shareholder desires to dispose of his shares, it is lawful for the company to accept a surrender of the same as may be provided by such by-law, and forthwith to re-issue the same and pay for his shares the amount that was received upon such re-issue.

78(3)Such by-law, in all cases of close corporations, shall be noted on the stock certificate, and the stock certificate is not negotiable but is evidence only against the company that the party to whom the same is issued is at the time of the issue thereof a holder of shares in the company to the amount named in the certificate.

78(1)A company, by by-law passed by the directors and unanimously confirmed by all its shareholders at any general meeting, may provide that the company is a close corporation and that the shares of the capital stock or any class or classes thereof are not transferable to any person not being a shareholder of that class of share at the time such transfer is proposed to be made, until the name of the proposed transferee is submitted to the directors and they have given consent to the transfer or upon such other terms or conditions as may be provided by the by-law.

78(2)Where such a shareholder desires to dispose of his shares, it is lawful for the company to accept a surrender of the same as may be provided by such by-law, and forthwith to re-issue the same and pay for his shares the amount that was received upon such re-issue.

78(3)Such by-law, in all cases of close corporations, shall be noted on the stock certificate, and the stock certificate is not negotiable but is evidence only against the company that the party to whom the same is issued is at the time of the issue thereof a holder of shares in the company to the amount named in the certificate.