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A TRNC private company's constitution restricts who its shares may be sold to

Rule record · last verified 20 September 2026

In force. Start date not confirmed in this record.

Rule

Under the Companies Law, restricting the right to transfer shares is one of three mandatory, defining conditions of private-company status (alongside a 50-member cap and a ban on public share subscription) — a company whose articles do not restrict share transfer is not, in Companies Law terms, a private company at all. The Act's own model articles for a private company (First Schedule, Table A, Part II, Article 3) implement this by giving directors absolute discretion, without needing to give any reason, to refuse to register the transfer of any share.[1]

Competing interpretations

  • YAGA's official investor FAQ (Q17, version-stamped 2021-06-01) states that TRNC local private companies "cannot impose restrictions on share transfer" ("hisse devrine kısıtlama getiremezler") — the direct opposite of this Rule's primary-law finding. NCR's own research assesses this as very likely an internal drafting error in YAGA's document (the 'no restriction' language correctly describing public companies appears to have also been applied, incorrectly, to the private-company paragraph immediately above it), not evidence of a different actual practice — but this has NOT been confirmed with YAGA directly, and the contradiction is preserved here rather than silently resolved. [2]

Applies to

Who:
Investors · Company shareholders

Where this rule comes from

Instrument
Companies Law, Cap. 113 (as amended by Laws 28/74, 7/77, 30/83, 28/87, 65/89, 56/91, 42/97, 29/2003 and 35/2007), Article 29(1)(a); First Schedule, Table A, Part II, Article 3
Authority
Assembly of the Republic (Cumhuriyet Meclisi), TRNC
Jurisdiction
Turkish Cypriot administration (TRNC)
Basis
Legislation · asserted by us within this jurisdiction
Verification
Primary source verified. We read the primary text ourselves on 20 September 2026.
Legal review
Not yet reviewed by a named legal reviewer. Marked for priority review.

Editorial note

The conflict is carried on this Rule via competingInterpretations rather than a new src/content/conflicts/ record — judged the more precise architectural fit for a single contradicted proposition (as opposed to a genuinely multi-position contested legal question spanning jurisdictions, which is what the conflicts collection's existing single record addresses). The originating candidate's own proposedType was 'conflict'; encoded this way per the Founder's explicit discretion ('create/update the appropriate conflict/research record if architecture requires it').

History of this rule

  • — Published following Founder approval of the primary-law finding within a related finding. The YAGA contradiction is preserved explicitly via competingInterpretations, not silently resolved, per the Founder's explicit instruction — direct authority confirmation with YAGA/RKMMD remains pending. The two positions are preserved side by side rather than silently resolved. (version 1, First published)

Sources for this rule

Numbered in order of first use. Each entry names the kind of source it is and the day we read it.

  1. [1]
    Companies Law, Cap. 113 (as amended by Laws 28/74, 7/77, 30/83, 28/87, 65/89, 56/91, 42/97, 29/2003 and 35/2007)

    Official Receiver and Registrar of Companies, TRNC · Legislation and gazettes · original in Turkish · accessed 20 September 2026 · source record

  2. [2]
    YAGA Investor FAQ (Sıkça Sorulan Sorular)

    Cyprus Turkish Investment Development Agency (YAGA) · European Court of Human Rights · original in Turkish · accessed 20 September 2026 · source record

Cite this record

https://northcyprusreference.com/en/rules/private-company-share-transfer-restriction-mandatory

Identifier private-company-share-transfer-restriction-mandatory · Open data · challenge this rule