Key points
- Section 103 allows rectification and compensation.
- Transfers must be registered within 30 days unless properly refused.
- A refusal needs a resolution with full reasons and notice within 7 days.
- Section 107 lets the transferee or transferor ask the court to order registration.
- Documents and timing are decisive.
You bought shares and paid, but the company never put your name on the register. Or a company search shows you are no longer a shareholder, and you never signed a transfer. The register matters, because it decides who can vote, receive dividends and bring shareholder claims.
Rectification under section 103
If a person's name is wrongly entered in, or omitted from, the register of members, the person aggrieved may apply to court for:
- rectification of the register;
- compensation for loss sustained; or
- both (section 103(1)).
The court can order the company to rectify the register, and the company or an officer who caused the error to pay compensation (section 103(2)).
Registration of transfers: the 30-day rule
A shareholder may transfer shares by a duly executed and stamped instrument of transfer lodged with the company (section 105(1)). The company must enter the transferee's name within 30 days of receiving it, unless:
- the Act or the constitution expressly allows the directors to refuse or delay for the reasons stated;
- the directors pass a resolution within 30 days setting out in full the reasons; and
- notice of the resolution is sent to the transferor and transferee within 7 days (section 106(1)).
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Court order to register
If the company refuses to register a transfer, the transferee or the transferor may apply to court, and the court may order registration if satisfied the application is well-founded (section 107).
Common disputes
- Forged transfers: a transfer you never signed. Evidence includes handwriting, stamping records and the circumstances.
- Unpaid consideration: directors may refuse where amounts due on the shares are unpaid, subject to the constitution (section 106(2)).
- Pre-emption rights: the constitution or shareholders' agreement may require shares to be offered to others first.
- Nominee arrangements: a person holding shares for another, now refusing to transfer.
These may overlap with an oppression claim.
Evidence to gather
- Share certificates, the instrument of transfer and stamping proof.
- Payment records for the shares.
- The constitution and any shareholders' agreement.
- Company search records showing changes and dates.
- Board resolutions and notices, or their absence.
Example
A Kuala Terengganu investor pays for 10% of a family company and signs a transfer form with the seller. Months later the register still shows the seller. The directors never passed a resolution to refuse. The investor applies under section 107 for an order that the transfer be registered.
Common mistakes
- Not stamping the instrument of transfer.
- Ignoring pre-emption clauses.
- Waiting years while the company changes.
- Not checking company search records regularly.
When to speak to a lawyer
When your shareholding is disputed or a transfer is refused. See civil litigation or contact us.
Frequently asked questions
Is a company search record conclusive?
It is important evidence, but the court can order rectification if the register is wrong.
Can the seller refuse to sign the transfer after receiving payment?
That is a contract issue. You may seek specific performance of the sale agreement.
Can I vote before my name is registered?
Generally voting rights follow the register, which is why registration disputes matter.
Sources & fact check
Legal points in this article were checked against the primary sources below. The law can change; this is general information, not legal advice.
- Companies Act 2016 (Act 777), AGC Laws of Malaysia
- Rules of Court 2012 (P.U.(A) 205/2012), text published by the Malaysian Bar, including Orders 12, 13, 18, 19 and 93
Fact-checked on 17 Oct 2026
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Related practice area: Civil litigation and debt recovery

