HE12 in Cyprus: the return of allotments within one month (s.51)
A Cyprus company must file a return of allotments, form HE12, within one month of allotting shares (Cap. 113 s.51). What it contains, with a dated example.
When a Cyprus company allots shares, it owes the Registrar of Companies a return of allotments. The form is HE12 and the deadline is short: one month. This guide explains what section 51 of Cap. 113 asks for, how the month is counted and what a company should have ready.
What section 51 requires
On any allotment of shares the company delivers to the Registrar, within one month, a return of allotments (section 51(1)). The return states:
- the number and nominal amount of the shares allotted,
- the names, addresses and descriptions of the allottees,
- the amount paid or due and payable on each share.
Where shares are allotted otherwise than for cash, the contract that constitutes the allottee's title is delivered too, together with a separate return (section 51(2)).
The filing fee recorded in Ekvi's rule book is EUR 20, plus EUR 20 if the filing is expedited. Once the month has passed, an order of the court extending the time is required.
How the month is counted
The month is a calendar month from the allotment date. In Ekvi's calendar, 31 January plus one month is the last day of February, never a date that does not exist. The calendar does not move a deadline that falls on a weekend or a holiday.
A worked example
A private company with a nominal value of EUR 1 per share allots 1,000 new shares to a new investor on 12 May 2026, at EUR 1 per share, paid in cash.
| Step | Date |
|---|---|
| Allotment | 12 May 2026 |
| HE12 due | 12 June 2026 |
| Reminder one week before | 5 June 2026 |
The return names the 1,000 shares and their nominal amount (EUR 1,000), the investor's name, address and description, and the EUR 1 paid on each share. The register of members is updated with the investor as a member from the entry date, with the shares and the amount paid (section 105(1)).
A second case shows the month-end rule: shares allotted on 31 January 2027 must be notified by 28 February 2027.
Things to check before the allotment
The HE12 is only the notice. The allotment itself has to be lawful first:
- Nominal value. A public company may not issue shares at a discount to nominal value. A private company may do so only with a resolution of the general meeting and the sanction of the court, on the conditions section 56 sets out. A cap table that allows an issue below nominal value is wrong before the filing is.
- Pre-emption. The statutory right of pre-emption applies to a public company increasing its capital for cash (section 60B). A private company has it only if its articles provide for it.
- Authorised capital. Shares cannot be allotted beyond the authorised capital. If it has to rise first, see increasing the authorised share capital.
Keeping the dates in one place
The deadline depends on the allotment date, so the date has to be recorded as a fact, not reconstructed later. In Ekvi, an allotment, an option exercise and a conversion each create their own HE12 deadline in the filing calendar, and a data sheet lists the fields the e-filing asks for, filled from the ledger. Ekvi does not submit the form on the company's behalf. To put a date in your own calendar, with reminders a week and a day before, use the deadline calendar.
Ekvi is a record-keeping tool and does not provide legal or tax advice.
Questions
How long does a Cyprus company have to file the HE12 after allotting shares?
One month. Section 51(1) of Cap. 113 requires the return of allotments to be delivered to the Registrar of Companies within one month of the allotment.
What happens if the month has passed?
After the month, an order of the court extending the time is required (Cap. 113 s.51).
Does an option exercise or the conversion of a convertible note also need an HE12?
Ekvi treats an allotment arising from an option exercise or a conversion as an allotment and counts the month from its date, because the company issues new shares in each case.
The rules behind this guide
- Cap. 113 s.51(1)-(2)
cy.filing.he12_allotment· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.105(1)(a)-(c)
cy.register.mandatory_fields· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.56(1)
cy.capital.public_no_discount· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.56(2)-(3)
cy.capital.private_discount_requires_court· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.60B(1)-(6); cf. s.59A(2)(b)
cy.allotment.preemption_public_only· 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.