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Shares restricted by the articles from being transferred out of a group of stockholders is an aspect of closed corporations

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1. Shares restricted by the articles from being transferred out of a group of stockholders is an aspect of closed corporations.
2. The Board cannot pass a resolution to add restrictions in the transfer of shares without the consent of the stockholders.
3. Two shareholders in a closed corporation agreed to ally themselves and vote unanimously in all matters requiring a vote in the corporation is not valid as it is manipulative.
4. The stockholders may agree among themselves on the sharing of the position of the President on a rotational basis provided the articles are amended to show this arrangement.
5. In the event of damages caused by the corporation to third persons, the shareholders managing the corporation may raise the legal personality of the corporation to avoid liability for themselves.
6. In closed corporation, pre-emptive rights are more stringent than in regular corporations.
7. In case of deadlock in the management of a closed corporation, the shareholders may opt to petition the court to arbitrate the matter.