Ekvi or a spreadsheet for a Cyprus company's register of members

Most Cyprus companies start with a spreadsheet, and for a company with two shareholders that is fine. The trouble comes later: a further allotment, a transfer between founders, an option for the first employee, and an accountant who asks what the register looked like at the year end. This guide compares the two ways of keeping the register of members, and says where a spreadsheet is enough.

What the law asks of the register

Section 105(1) of Cap. 113 requires the register to hold the names and addresses of the members, the shares each holds and the amount paid on them, the date each person was entered as a member and the date each person ceased to be one. Section 371 lets the company keep it in any manner other than a bound book, provided adequate precautions are taken against falsification and to facilitate its discovery. So the law does not forbid a spreadsheet. It asks that the record be reliable and findable.

Where a spreadsheet gives way

Dates. A spreadsheet shows today. The question a bank, an auditor or a buyer asks is what it showed on a given date. If the sheet is overwritten at each change, the earlier state exists only if someone saved a copy.

Limits. Nothing stops a typing mistake from allotting more shares than the authorised capital, transferring more shares than a holder has, or giving an option a strike below the nominal value. Cap. 113 requires shares of a fixed nominal amount (s.4(4)) and a strike below nominal value is in practice not permitted (s.56). A cell has no idea what nominal value is.

Filings. An allotment is followed by a return within one month (HE12, s.51), a transfer of private-company shares by a notice within 14 days of its entry in the register (HE57, s.113A), a capital increase by a notice within 15 days of the resolution (HE14, s.62). In a spreadsheet the deadline lives in someone's calendar, if anywhere. The Registrar charges an administrative penalty for late filing of forms such as HE12 and HE57.

Corrections. A wrong entry in the register is corrected on application to the court (s.111). A spreadsheet that is silently edited leaves no trace of what was changed, when, or by whom.

What Ekvi does differently

Each allotment, transfer, grant and conversion is recorded as a dated event. An event is never edited; a mistake is corrected by a reversing event, so the history stays whole. The register is then worked out from the events up to the date you pick: members, shares, fully diluted table, vesting and pools, as they stood on last year's 31 December.

At the limits, Ekvi refuses and says which check it applied. An allotment beyond authorised capital, a transfer beyond a holder's balance, an exercise beyond what has vested, a strike below nominal: each is refused by a named check, and nothing is rounded or assumed silently.

After each event, Ekvi works out the filing that follows it and its deadline from the rules recorded in the system, shows what is due or overdue on the Attention page with the section of the Law, and publishes the dates as a calendar feed you can subscribe to from any calendar application. Register extracts and data sheets for HE12 and HE57 are generated as PDF into the company's Data Room. Ekvi does not file for you: the Registrar has no filing interface, so the form is still submitted by you or your secretary.

A worked example

A company has 1,000 ordinary shares of €1 each, held by two founders. On 14 March 2026 it allots 250 shares to an investor; on 2 June one founder transfers 100 shares to the other.

In a spreadsheet the March allotment overwrites the share count. By June no one can say who held what in April. The HE12 was due on 14 April; the HE57 for the transfer is due 14 days after the transfer was entered in the register, that is 16 June if it was entered on 2 June.

In Ekvi the register as at 30 April shows the investor with 250 shares and the founders with their original holdings, because only the allotment is dated before then. The same register as at 30 June shows the transfer as well. The HE12 and HE57 deadlines appear on the Attention page from the day each event is recorded.

When a spreadsheet is enough

If the company has a few members, never issues options, has no investors and no one needs the register on a past date, a well-kept spreadsheet with saved copies can meet the duty. The sign that it no longer does is the first time someone asks you for a past date, or for the filing you forgot.

To put a filing deadline in your calendar, use the deadline calendar.

Ekvi is a record-keeping tool and does not provide legal or tax advice.