Due diligence on a Cyprus company: who held what on date X
Why a dated, event-based Register of Members answers a due diligence question, who held which shares on a given date, and what a spreadsheet cannot show a buyer or investor.
Sooner or later a Cyprus company is asked a simple question by someone who matters: a buyer, an investor, a bank, an auditor. Who held what on a given date? It sounds like a lookup. In a register that only shows today, it is a reconstruction.
What the question really asks
Section 105(1) of Cap. 113 makes the register record, for each member, the shares held, the amount paid, the date they were entered as a member and the date they ceased to be one. Read together, those entries are a history. A diligence reader uses them to follow every share from allotment to its present holder: who subscribed, at what price, who transferred to whom, and on which dates. Section 113 gives the register evidential weight as prima facie evidence of the matters the Law directs to be entered in it.
The question comes in several forms:
- Who were the members on the date of the last general meeting?
- Who held shares when a particular resolution was passed?
- What was the issued capital on 31 December?
- Does the register match what was filed with the Registrar?
What a snapshot cannot answer
A register stored as the current state, whether in a spreadsheet or a bound book with corrections, answers the first question only if someone has kept every earlier version. A bound book keeps its history on paper; a spreadsheet keeps it only if copies were saved. Where the register is corrected, section 111 sends disputes about wrongly entered or omitted entries to the court, so a visible history of changes matters more, not less.
How a dated register answers it
In Ekvi each allotment, transfer, grant and conversion is a dated event that is never edited. A correction is a reversing event, so what was wrong and what replaced it are both visible. The register on any date is worked out from the events up to that date, so "who held what on 14 April 2025" is a question the system answers directly, together with the number of events it was derived from. A register extract for that date can be generated as a PDF and sits in the company's Data Room with its history.
Options, ASAs, SAFEs and convertible notes are not shares until they convert, and are not in the register of members. Ekvi shows them apart from the register, in the fully diluted table, so a reader sees both without mixing them.
The filings that must match
A diligence reader also compares the register with the Registrar's file. An allotment is followed by an HE12 within one month (s.51), a transfer of private-company shares by an HE57 within 14 days of its entry in the register (s.113A), a capital increase by an HE14 within 15 days of the resolution (s.62). Ekvi lists these per event with their dates and records whether and when each was filed, with the reference. A gap shows as overdue. The register health check, a free PDF, states what the register shows against the rules recorded in Ekvi, which lets you find a gap before the other side does. Ekvi does not file for the company and does not check the Registrar's records.
Worked example
A buyer asks for the register as at 30 June 2025, the date of the last share sale. The company allotted 600 shares to the founders on 1 March 2021, 400 to an investor on 15 September 2022 and the investor transferred 100 to a founder on 20 January 2025.
A register that is only today's shows one list. The dated register as at 30 June 2025 shows the founders with 700 shares between them, the investor with 300, the three events behind those figures, and the HE12 and HE57 due dates they started. The same register as at 31 December 2022 shows founders 600 and investor 400, which is what the buyer needs if it is asking about a 2023 resolution.
Before the data room opens
- Choose one date and produce the register extract for it. Check it against what you have told others.
- Run the health check and read the gaps.
- Make sure every past filing is either filed and marked, or visibly open.
- Give the reader a read-only account. Ekvi has a role that reads everything and writes nothing (auditor).
If the history is only on paper, see Moving your register into Ekvi for how to bring the original dates in.
Ekvi is a record-keeping tool and does not provide legal or tax advice.
Questions
What does a buyer's lawyer check in a Cyprus company's register of members?
Typically that each member's holding can be traced from allotment to the present through transfers that were registered, that the filings with the Registrar match the register, and that the register is consistent with what the company has told the buyer. This guide describes what a dated register lets you show; it is not a due diligence checklist.
Are options and convertible notes in the register of members?
No. The register holds members and their shares. An option, an ASA, a SAFE or a convertible note is not entered before it converts, so a diligence reader needs a separate fully diluted view, which Ekvi shows apart from the register.
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.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 - Cap. 113 s.62(1)-(2)
cy.filing.he14_capital_increase· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.4(4)
cy.capital.no_par_value_forbidden· 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
See a Cyprus company's register, its filing calendar and its rules on sample data.
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.