Refusing to register a share transfer in Cyprus: notice within two months (s.76)
If a Cyprus company refuses to register a share transfer, it must notify the transferee within two months of lodging the instrument (Cap. 113 s.76).
A share transfer in a Cyprus private company is not complete when the instrument is signed. The company must register it, and the directors may be entitled to refuse. If they refuse, Cap. 113 sets a time limit on telling the buyer: two months.
The refusal comes from the articles
The statute does not give the board a general power to refuse a transfer. That power sits in the company's articles. Under Table A, the default articles, the directors may decline to register a transfer of a share that is not fully paid, or on which the company has a lien, and may decline to recognise an instrument of transfer unless the fee is paid, unless the certificate is produced, or where the instrument relates to more than one class of shares. Registration of transfers may be suspended for no more than thirty days in a year (Table A, regulations 24, 25 and 27).
A company that has replaced Table A with its own articles must read its own. If the articles give the board a wider discretion, the grounds are there; the notice period is still the statute's.
The notice: two months from lodging
Section 76 requires a company that refuses to register a transfer of shares to send the transferee notice of the refusal within two months from the date the instrument of transfer was lodged with it. Otherwise the company and every officer in default are liable to a default fine.
The clock starts when the instrument is lodged, not when the board next meets. A board that meets after the two months have run cannot recover the time.
A worked example
| Step | Date |
|---|---|
| Instrument of transfer lodged with the company | 14 September 2026 |
| Board meeting decides to refuse | 2 November 2026 |
| Notice of refusal due to the transferee | 14 November 2026 |
The board decides on 2 November, with twelve days left. Had the board waited until 20 November, the notice would be late whatever its content.
Refusing and the register
A refused transfer is not entered in the register of members. The transferor stays the member and the transferee does not become one, so the register of members does not change (section 105(1)). Because no transfer is registered, no HE57 falls due: that filing counts from the registration of a transfer in the register (section 113A), which here never happens.
The reverse also holds. If the company accepts the transfer, it enters it in the register and the 14 days for the HE57 begin. See the share transfer and the HE57.
Keep a record of three dates for a refused transfer: the date the instrument was lodged, the date of the board's decision, and the date the notice was sent to the transferee. The first and the third are what section 76 is about.
Deadlines in your calendar
The two months run from a date you control only partly, so write it down when the instrument arrives. The deadline calendar covers the HE57 and the other Cap. 113 filings; it does not cover the refusal notice.
Ekvi is a record-keeping tool and does not provide legal or tax advice.
Questions
How long does a Cyprus company have to notify a refusal to register a transfer?
Two months from the date the instrument of transfer was lodged with the company. The notice goes to the transferee (Cap. 113 s.76).
On what grounds may the directors refuse?
The power comes from the articles, not from the statute. Under Table A the directors may decline to register a transfer of a share that is not fully paid or on which the company has a lien, and may decline an instrument in certain other cases (regs 24, 25, 27). A company with its own articles must read those.
What is the consequence of not sending the notice?
The company and every officer in default are liable to a default fine (Cap. 113 s.76).
The rules behind this guide
- Cap. 113 s.76(1)-(2); Table A reg. 26
cy.transfer.refusal_notice_2_months· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 Table A regs 24, 25, 27
cy.transfer.board_refusal_from_articles· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.73; Table A regs 22-23
cy.transfer.instrument_required· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.113A(1)-(2)
cy.filing.he57_transfer· accepted by Ekvi, not yet confirmed by a Cyprus lawyer
Sources
- Cap. 113, Companies Law — official English translation (July 2014), Registrar of Companies read on 2026-09-18
See a Cyprus company's register, its filing calendar and its rules on sample data.
Ekvi is a record-keeping tool and does not provide legal or tax advice. A guide explains the rules Ekvi records; your corporate secretary or lawyer decides what applies to your company.