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1. Dear Farhan, essentially in order that a transfer of share be refused, there needs to be a majority of directors refusing to register the transfer. In your case, the one vote each stalemate of the directors means that no resolution to refuse to register a transfer can be passed. So, in point of fact, no transfer by one of you may NOT be refused to be registered. The paragraph you have quoted is correct in this regard. Be aware additionally, that the power to refuse to register a transfer is a very exceptional power and one which a court will only uphold in circumstances where there is a clear majority of directors vote to refuse transfer. There will be no mechanism here, where this lady can get a transfer refused when there is only two directors.
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