Increasing the authorised share capital of a Cyprus company: HE14 in 15 days (s.62)
Increasing authorised capital in Cyprus: notice to the Registrar on HE14 within 15 days of the resolution (Cap. 113 s.62), then allotment and the HE12.
A Cyprus company can issue shares only up to its authorised share capital. When it needs more room, the shareholders pass a resolution to increase the capital, and the company tells the Registrar of Companies. The deadline for that notice, on form HE14, is 15 days from the resolution. This guide follows the steps in order.
1. The resolution
The increase begins with a resolution authorising it. What matters for the deadline is the date on which that resolution is passed. Section 62 counts the 15 days from it, not from the day the new shares are issued and not from the day the company files anything else.
A Cyprus company has no shares of no par value (section 4(4)): the capital is divided into shares of a fixed nominal amount, so the resolution states the number of new shares and their nominal value.
If the resolution gives the directors authority to issue and allot the new shares, that authority lasts five years at most. The general meeting may renew it, each time for no more than five years (section 62(2), proviso). Record the expiry date, because an allotment made after it is outside the directors' authority.
2. Notice to the Registrar: HE14 within 15 days
A company which has increased its share capital beyond the registered capital gives notice to the Registrar within fifteen days after the passing of the resolution authorising the increase (section 62(1)). The notice goes with:
- a printed copy of the resolution,
- particulars of the classes of shares affected,
- the conditions of the issue (section 62(2)).
The form is the HE14. A printed copy of a special or extraordinary resolution is also owed under section 137; see the printed copy of resolutions.
A worked example
| Step | Date |
|---|---|
| General meeting passes the resolution to increase capital from 100,000 to 250,000 shares of EUR 1 | 5 October 2026 |
| HE14 due | 20 October 2026 |
| New shares allotted to an investor | 12 November 2026 |
| HE12 due for that allotment | 12 December 2026 |
The two filings run on different clocks. The HE14 follows the resolution; the HE12 follows each allotment. Counting the HE14 from the allotment date, 12 November, would be a month too late.
3. The allotment and the HE12
The increase raises the ceiling and issues nothing. The new shares exist when the company allots them. Each allotment has its own return of allotments, the HE12, within one month (section 51); read the HE12 guide. The register of members is then updated with the holder, the shares and the amount paid (section 105(1)).
An allotment that goes beyond the authorised capital after the increase is not a new filing problem but a lawful-issue problem: the shares cannot be allotted until the capital is there. Ekvi refuses to record an allotment above the authorised capital rather than raising the figure silently.
Keeping the dates
Two dates decide the deadlines: the resolution date and the allotment date. In Ekvi, an increase of the authorised capital carries its resolution date, and the filing calendar counts the HE14 from it. To put the deadline 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
When does the 15-day period for the HE14 start?
From the passing of the resolution authorising the increase, not from the date the new shares are allotted (Cap. 113 s.62).
How long may directors be given authority to allot the new shares?
Where the resolution gives the directors authority to issue and allot the new shares, that authority lasts five years at most and may be renewed by the general meeting, each time for no more than five years (s.62(2), proviso).
Does increasing the authorised capital issue any shares?
No. It raises the ceiling. Shares exist only when they are allotted, and each allotment has its own HE12 within one month.
The rules behind this guide
- Cap. 113 s.62(1)-(2)
cy.filing.he14_capital_increase· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.62(2), proviso
cy.capital.director_allotment_authority_max_5y· 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.137(1),(4)
cy.filing.resolutions_15_days· 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.