A company may refuse to exchange shares when the provisions of the Companies Act have not been complied with. If there is an objection application against the share exchange, the share exchange may be denied. Managers may refuse to exchange shares if they are not stamped according to the market price of the shares. The company registrar may refuse to change the shares or the shares may be refused when the court orders. In addition, the company may refuse to exchange shares as per the provision made in the regulation letter. Thus, managers may refuse to exchange shares for good reason.