The prior post contained a quick survey of the issues that surround voting power and control of a business with multiple equity owners. Before you read this post, make sure you have read the prior post.

In this post, we will discuss a very important topic to business owners: under what circumstances can you sell your shares of a closely held business? The short answer, not surprisingly, depends on the terms and conditions in your Shareholder Agreement. (Remember that for the purposes of this series, the term “Shareholder Agreement” also refers to partnership agreements as well as operating agreements, which is the document that governs the management of limited liability companies.)

If you have acquired shares of stock of a privately held company through a Regulation D offering, those securities are likely subject to SEC Rule 144, which is a different discussion altogether. That will be the subject of a future post. For now, let’s focus on the restriction that companies typically can include in their Shareholder Agreements. These generally fall into two categories: 1) voluntary transfers and 2) involuntary transfers.