If a private company refuses to register your share transfer, or the transmission of your late father's shares, section 58 of the Companies Act, 2013 obliges it to send you a notice of refusal, with reasons, within thirty days of the day your papers reached it. You can then appeal to the National Company Law Tribunal within thirty days of receiving that notice, or within sixty days of delivery if no notice comes. Against a public company the window is sixty days from the refusal, or ninety days from delivery if it stays silent. The tribunal can order registration within ten days, or rectification of the register with damages, and section 59 separately lets it correct a register that shows the wrong name.
Part of the corporate and commercial law practice at S Jain & Attorneys, Bangalore.
This guide is for someone who has lodged a signed transfer form for shares in a private or unlisted company, and for an heir refused, ignored or asked for paper after paper. If your own name vanished after a transfer you never signed, see our answer on a forged share transfer, and if the refusal is part of a fight for control, our guide to shareholder disputes in private companies.
Most of these clocks run from a delivery date, so keep a dated acknowledgment of everything you hand in.
| Step | Time limit | Provision |
|---|---|---|
| Lodging the signed transfer form with the share certificate | Sixty days from execution | Section 56(1) |
| A private company refusing gives both sides its reasons | Thirty days from delivery | Section 58(1) |
| A company registering you delivers the share certificate | One month from receiving the papers | Section 56(4)(c) |
| Your appeal against a private company | Thirty days from its notice, or sixty from delivery if none comes | Section 58(3) |
| Your appeal against a public company | Sixty days from the refusal, or ninety from delivery if it is silent | Section 58(4) |
| The company obeying an order to register you | Ten days from receiving the order | Sections 58(5)(a) and 59(2) |
Three of those rules, in brief.
Reasons within thirty days
A private company that refuses to register a transfer or a transmission must send a notice giving its reasons within thirty days of delivery, under section 58(1).
Silence still starts a clock
If a private company sends no notice of refusal, section 58(3) still lets the transferee appeal, but only within sixty days from the day the papers reached it.
Public companies get longer
Shares in a public company are freely transferable, and a refusal without sufficient cause can be appealed within sixty days of it, or within ninety days of delivery if the company stays silent.
How long does the company have to register my share transfer, and what counts as a refusal?
The Act gives the board no separate deadline to approve, but two others do that work. A company that registers your transfer must deliver the share certificate within one month of receiving the instrument of transfer or the intimation of transmission, under section 56(4)(c). A private company that refuses must send its reasons to the transferor and the transferee, or to the person who gave the intimation, within thirty days of delivery, under section 58(1).
The sixty days people quote bind you, not the company. Section 56(1) lets a company register a transfer only if a proper instrument in the prescribed form, duly stamped, dated, executed for both sides and giving the transferee's name, address and occupation, reaches it within sixty days of execution, with the share certificate or, if none exists, the letter of allotment. If the instrument is late or lost, the proviso lets the board register the transfer on such terms as to indemnity as it thinks fit.
Silence counts too. If a private company sends no notice, section 58(3) runs your sixty days from delivery, and a company that keeps asking for one more document has not sent a notice of refusal either, so on the words of the section your time is running while you collect it.
On what grounds can a private company refuse my share transfer?
Usually on a power in its articles, or on a defect in the papers under section 56(1), and its notice must say which. Section 58(1) covers a refusal "in pursuance of any power of the company under its articles or otherwise", so the articles are the first document to read. Where a company has adopted the model articles in Table F of Schedule I to the Act, regulation 20 lets the board, subject to the section 58 appeal, decline a transfer of a share that is not fully paid to a person it does not approve, or of shares on which the company has a lien. Regulation 21 lets it decline an instrument that is not in the prescribed form, that arrives without the share certificate and any other evidence the board may reasonably require of the transferor's right, or that covers more than one class of shares.
Table F has no right of first refusal, so a pre-emption clause can be applied to you only if the company's own articles contain one. A public company is different: section 58(2) makes its shares freely transferable, though a contract between persons about transferring them is enforceable as a contract, and section 58(4) gives an appeal against a refusal "without sufficient cause". Ask for every reason in writing, including any demand to dematerialise the shares first.
Key takeaway. A private company can refuse, but not in silence. Section 58(1) requires written reasons to both sides within thirty days, and those reasons are what an appeal to the tribunal has to meet.
My father has died: what does the company need before it transmits his shares?
A written intimation of transmission, the death certificate and whatever evidence of your title the articles let the board require. Section 56(2) preserves the company's power to register a transmission by operation of law on that intimation, and section 58(1) applies the thirty-day duty to give reasons to a refused transmission too.
Who the company recognises depends on how he held the shares. Where the articles follow Table F, regulation 23 makes the survivors of a joint holding, or the nominee or legal representatives of a sole holder, the only persons recognised as having any title to his interest. If he filed a nomination, section 72(3) entitles the nominee to all the rights in the shares to the exclusion of all other persons, unless it was varied or cancelled, so the company deals with the nominee, and whether the nominee holds them for the heirs is covered in our guide on nominee versus legal heir.
Without a nomination, regulation 24 lets the person entitled elect to be registered or to transfer the shares "upon such evidence being produced as may from time to time properly be required by the Board". For an intestate holding a board may ask for a succession certificate, because section 370(2) of the Indian Succession Act, 1925 treats a share in a company as a security, and section 381 makes the certificate conclusive as against those liable on the securities it specifies, with full indemnity for dealings in good faith with its holder. Another may accept a legal heir certificate with an indemnity bond and the other heirs' no-objection letters, but that is for the board to decide, subject to a section 58 appeal. Our guide on which succession document you need covers each one, probate included.
Two more rules in Table F surprise heirs. Regulation 24(ii) gives the board the same right to decline your registration as it would have had if your father had transferred the shares before he died, and regulation 26 gives you the dividends but no rights at meetings until you are registered. If his shares are in a demat account, the transmission usually goes through the depository participant that holds the account, not the board.
How do I appeal to the NCLT under section 58, and by when?
By a petition in Form NCLT 1 under rule 70 of the National Company Law Tribunal Rules, 2016, filed within the section 58 period set out above. Rule 70(1) requires a copy to be served on the company at its registered office immediately after filing, and rule 70(2) requires the petition to be advertised at least fourteen days before the hearing in the manner rule 35 sets out, at least once in a vernacular newspaper and once in an English newspaper circulating in the district of the registered office. The Schedule of Fees prescribes Rs 1,000 for an appeal under section 58(3), and the same for a petition under section 59.
For a petitioner other than the company, Annexure B asks for evidence of what the petition says, including your letter asking the company to register and its letter of refusal, copies of any documents it returned, an affidavit verifying the petition, proof of the fee, a vakalatnama or memorandum of appearance, and two extra copies.
- Collect the articles, the share certificate, the stamped transfer form or the intimation with the death and succession papers, and the dated acknowledgment of delivery.
- Fix the last date for the appeal under section 58 and plan backwards from it.
- Prepare the petition in Form NCLT 1 with the Annexure B documents, file it, and serve the company at its registered office at once.
- Advertise in the two newspapers at least fourteen days before the hearing, and file the affidavit of advertisement at least three days before it, as rule 35(4) requires.
- If the shares may be sold, or a meeting held, before the hearing, ask for interim orders under rule 70(4).
Deadline warning. The days under section 58(3) run from receipt of the notice or from delivery, not from the day you take advice. Section 58 itself contains no power to extend them, so treat the printed dates as final.
Section 58 appeal or section 59 rectification: which one do I file?
File under section 58 when the company has refused, or ignored, papers you lodged, and under section 59 when the register itself is wrong. Section 59(1) covers a name entered or omitted without sufficient cause, and a default or unnecessary delay in entering the fact that a person has become or ceased to be a member. The person aggrieved, any member or the company may apply, and rule 70(5) lets the tribunal decide any question about a party's title to have his name entered in, or omitted from, the register.
| Question | Section 58 appeal | Section 59 rectification |
|---|---|---|
| When it fits | The company refused, or ignored, a transfer or transmission you lodged | The register wrongly shows or omits a name, or the company delays entering one |
| Who files | The transferee, or the heir whose transmission was refused | The person aggrieved, any member or the company |
| Time limit | Thirty or sixty days for a private company, sixty or ninety for a public one | None printed in the section, though delay can still be raised against you |
A July 2026 order shows what the tribunal asks. In an oppression petition concerning Arzoo.com (India) Private Limited, decided by the Mumbai bench on 2 July 2026, 68,015 shares allotted to a shareholder in March 2011, and reported to the Ministry of Corporate Affairs, stood in a director's name in the register of members and the accounts. No share certificate had been issued, no transfer document from the allottee was produced, and no sufficient cause for removing his name was shown. The bench held this a continuing act of oppression and directed the company to rectify the register and issue a certificate in the allottee's name. That was a petition under sections 241 and 242, but the questions it asked are the ones a section 59 petition raises: where is the instrument, and what cause was there to change the name?
Section 59 also reaches a "default" or "unnecessary delay" in entering a member, which on its words covers a transfer the company sat on, but whether the tribunal will let that replace a late section 58 appeal is not settled in anything we found.
What can the NCLT order, and what if the company still does not comply?
Under section 58(5) the tribunal may dismiss the appeal, direct registration with compliance within ten days of the company receiving the order, or direct rectification of the register with any damages the aggrieved party sustained. Section 59(2) gives the same choice and adds the depository's records. Rule 70(4) allows interim orders, including an injunction or a stay, costs, and incidental orders about dividends and bonus or rights shares.
Disobedience is treated differently under the two sections. Section 58(6) punishes a person who contravenes an order under that section with imprisonment of one to three years and a fine of Rs 1 lakh to Rs 5 lakh. Its counterpart, section 59(5), was omitted by the Companies (Amendment) Act, 2020 with effect from 21 December 2020, so a section 59 order now depends on the tribunal's general powers of enforcement, explained in our answer on executing an NCLT order. An appeal from the tribunal's order lies to the National Company Law Appellate Tribunal, within the periods in our answer on the NCLAT appeal deadline.
Where do these cases go wrong, and what do they cost?
Rarely on the law, usually on dates and paper. The pattern we see most is an heir who hands the death papers to someone at the company's office without an acknowledgment, spends months collecting what the board asks for, and learns too late that the sixty days ran from the first delivery. Next comes a transfer form signed but left undated or unstamped, which hands the company a ground under section 56(1). Then an oppression petition, with its Rs 10,000 fee, filed over one refused transfer that a section 58 appeal at Rs 1,000 would have answered. And where heirs disagree about a will, a petition against the company seldom settles the family question behind the refusal.
Beyond the tribunal fee, budget for the two advertisements and for professional fees that rise with the company's resistance. An uncontested appeal may need only a few hearings, while a fight over title or fraud can run far longer: the Mumbai petition above was filed in August 2019 and decided in July 2026, after a special audit. These are indicative ranges only.
Common mistake. Treating the company's requests for more documents as a pause. Where no notice of refusal is sent, section 58(3) counts sixty days from delivery, and nothing in it stops that clock while you gather papers, so diary the date from the first delivery.
Keep three documents together.
The dated acknowledgment
The company's thirty days, and your appeal time if it stays silent, run from the day it received your papers, so keep a dated acknowledgment of each delivery.
The articles of association
A private company's refusal usually rests on a power in its articles, and Table F lets the board decline on stated grounds such as a lien or the wrong form.
The succession papers
An heir produces the evidence the articles let the board require, and a succession certificate gives a company full indemnity for dealings in good faith with its holder.
Frequently Asked Questions
Can a private company refuse to register shares I inherited from my father?
Yes, if its articles give the board that power. Regulation 24(ii) of Table F gives the board the same right to decline an heir's registration as it would have had if your father had transferred the shares before his death, which under regulation 20 covers a share not fully paid or one on which the company has a lien, but it must still send you its reasons within thirty days of your intimation under section 58(1), and you can appeal to the tribunal under section 58(3).
The company has not replied at all. When does my time to appeal run out?
Against a private company, sixty days from the day your transfer form or intimation of transmission was delivered, under section 58(3). Against a public company, ninety days from delivery where it has sent you nothing, under section 58(4).
Do I need a succession certificate before the company will transmit my father's shares?
Not always. Regulation 24 of Table F lets the board ask for the evidence it may properly require, and because section 381 of the Indian Succession Act, 1925 protects a company that deals in good faith with a certificate holder, a board may ask for one for an intestate holding, while another may accept a legal heir certificate with an indemnity and the other heirs' consent.
My father named my brother as nominee for his shares. Will the company register me?
Not in place of the nominee. Section 72(3) entitles the nominee to all the rights in the shares on the holder's death unless the nomination was varied or cancelled, so the company deals with your brother, and whether he holds the shares for all the heirs is a question of succession law, not one the company decides.
Can I receive dividends before the shares are transmitted to me?
Under regulation 26 of Table F, yes, but you cannot exercise rights at meetings until you are registered. The board may give you notice to elect to be registered or to transfer, and if you have not complied within ninety days it may withhold the dividends until you do.
Can I sell my late father's shares without first registering them in my name?
The Act allows it. Section 56(5) makes a transfer of a deceased member's shares by his legal representative valid as if the representative had been the holder when signing the instrument, and regulation 24 of Table F lets the person entitled elect to transfer instead of being registered. The buyer's registration then faces the same articles, and the company may first demand that the shares be dematerialised, so ask before you sign.
I missed the thirty or sixty days. Is anything left?
Possibly, so take advice at once. One route is a petition under section 59, which covers a default or unnecessary delay in entering a person who has become a member and prints no time limit of its own. Whether the tribunal will accept it in place of a late section 58 appeal is not settled in anything we found, and delay can still be raised against you.
Can the other side vote with the shares while my petition is pending?
Yes, unless the tribunal stops it. Section 59(3) gives voting rights to a person acquiring shares unless they have been suspended by the tribunal's order, and rule 70(4) lets the tribunal make interim orders, including an injunction or a stay, while it decides the petition.
This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.
