Cap table spreadsheet or register of members: why a Cyprus company needs the register
A cap table is not a Cap. 113 register of members: what s.105 requires that it lacks, why dated history matters, and why options and SAFEs stay outside.
A cap table and a register of members look alike: names down the side, share numbers across. They do different jobs. The cap table is a working document for the founders, investors and finance team. The register of members is the company's legal record, and the Companies Law, Cap. 113, says what it contains.
What s.105 requires
For a company with a share capital, section 105(1) requires the register to contain:
- the name and address of every member;
- a statement of the shares held by each member, distinguishing each share by its number so long as it has one, and the amount paid or agreed to be considered as paid on them;
- the date on which each person was entered as a member;
- the date on which any person ceased to be a member.
The class of shares is not named in s.105 in terms, which is one reason a class column is a good habit rather than a statutory item.
A typical founder spreadsheet has names and percentages. It rarely has addresses, the amount paid, or any date other than "today". It certainly has no row for a member who left two years ago, because the cap table shows who owns what now, while the register must also show who used to.
Three differences that matter
1. Dated history. The register answers "who were the members on this date?", not only "who are they now?". The entry and cessation dates are part of what the Law lists. A spreadsheet that is overwritten each time a share moves loses exactly those dates.
2. What is in and what is out. An option, an advance subscription agreement (ASA), a SAFE or a convertible note is not a share before it converts, and is not entered in the register. A cap table shows them next to shareholders to give a fully diluted view. That view is useful, but it is not the register.
3. Evidence. Section 113 makes the register prima facie evidence of the matters the Law directs to be entered in it. A document that mixes entered and not-entered items weakens that.
Is a spreadsheet allowed at all?
The format is not the problem. Section 371 allows a register to be kept other than in a bound book, provided adequate precautions are taken against falsification and to facilitate its discovery. The register is kept at the registered office or another office in the Republic. A spreadsheet can therefore be a register if it contains the s.105 particulars and the company can show that entries are not silently rewritten. Whether a particular file meets that standard is for the company and its adviser.
A worked example
A founder holds 1,000 shares. On 14 May 2025 the company allots 250 shares to an investor; on 2 March 2026 the founder transfers 100 shares to the investor, and the transfer is entered in the register on 5 March.
| Date | What the cap table shows | What the register shows |
|---|---|---|
| after 14 May 2025 | founder 1,000 / investor 250 | investor entered 14 May 2025 with 250 shares and the amount paid |
| after 5 March 2026 | founder 900 / investor 350 | the same, with the transfer entered on 5 March 2026 |
The deadlines hang on those dates too: HE12 one month from the allotment, HE57 14 days from the entry of the transfer, here 19 March 2026. A cap table that only shows the current split cannot tell you either.
What Ekvi does differently
Ekvi records events (allotment, transfer, cancellation) with their dates and derives the register from them for any date you choose, so the register as at 31 December is a result, not a file somebody edited. Options, ASAs and notes are kept as instruments beside the register and are not counted as shares until converted. Holder particulars (name, address, and, for legal entities, registration number) are recorded on the holder.
Summary
Keep your cap table for planning. Keep the register as the legal record: particulars, amounts paid, dates in and out, no instruments. If one file has to do both jobs, it has to carry the s.105 fields and a dated history.
To start a clock from a dated event, use the deadline calendar.
Ekvi is a record-keeping tool and does not provide legal or tax advice.
Questions
Can a Cyprus company keep its register of members in a spreadsheet?
The Law does not require a bound book: s.371 allows a register to be kept in any other manner, provided adequate precautions are taken against falsification and to facilitate its discovery. What matters is that the file holds the s.105 particulars and is protected against silent change.
What does a cap table usually leave out that the register must contain?
Addresses of members, the amount paid on each member's shares, the date each person was entered as a member and the date each person ceased to be one (s.105(1)).
Do options and SAFEs belong in the register of members?
No. They are not shares before conversion and are not entered in the register; a cap table may show them in a separate section.
The rules behind this guide
- Cap. 113 s.105(1)(a)-(c)
cy.register.mandatory_fields· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.371(1)-(2)
cy.register.electronic_form_allowed· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.105(2)-(4)
cy.register.location_in_republic· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.111(1)-(4)
cy.register.rectification_by_court· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.105(1), s.113
cy.instruments.convertibles_not_in_register· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.51(1)-(2)
cy.filing.he12_allotment· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.113A(1)-(2)
cy.filing.he57_transfer· accepted by Ekvi, not yet confirmed by a Cyprus lawyer
Sources
- Cap. 113, Companies Law — official English translation (July 2014), Registrar of Companies read on 2026-09-18
Keep the register of members, the filing deadlines and the option plan in one place.
Ekvi is a record-keeping tool and does not provide legal or tax advice. A guide explains the rules Ekvi records; your corporate secretary or lawyer decides what applies to your company.