The 50-member limit of a Cyprus private company (s.29): who counts
A Cyprus private company limits its members to fifty (s.29, Cap. 113). Who is not counted, the index above fifty, and how Ekvi shows the count.
A private company in Cyprus is limited in how many members it can have. The limit is simple to state and easy to get wrong in practice, because the number that counts is not the number of lines in the register.
The rule
Under section 29(1)(b) of the Companies Law, Cap. 113, a private company limits the number of its members to fifty, not counting:
- persons who are in the employment of the company; and
- persons who, having formerly been in its employment, were members while in that employment and have continued to be members after it ended.
So an employee shareholder, for example one who received shares under an incentive plan, does not use up a place. Neither does a former employee who became a member while employed and stayed on. A former employee who only became a member after leaving does count; so does anybody who was never an employee.
What the count depends on
The count is only as good as the information behind it:
- Is each member a member? The register under s.105 shows who has been entered and when they ceased. A person who has ceased is not a member today.
- Did this person become a member while employed? The register does not record employment. The company has to keep it elsewhere, and without it a member must be counted.
- How are joint holders counted? Ekvi shows a joint holding as one line of the register, and its count counts that line once. Whether the Law treats joint holders as a single member for this limit is for your adviser to confirm.
Above fifty: the index
A company with more than fifty members keeps an index of their names, unless the register is itself in the form of an index, and updates it within 14 days of any change to the register (s.106). In the example below the register has 49 members, so no index is needed.
A worked example
A company has 49 shareholders on its register at 1 September 2026:
- 40 are investors and founders.
- 7 are current employees who received shares.
- 2 are former employees. One became a member while employed. The other bought shares after leaving.
The count under s.29(1)(b) is the 40 investors and founders plus the former employee who bought after leaving, which is 41. The 7 current employees and the former employee who became a member while employed are not counted. The company has room for nine more members who are not employees. If it does not have the employment particulars of the two former employees, both are counted until it does, giving 42.
If the company later admits ten more investors, the count reaches 51 and passes the limit, and the register has 59 members, so the index applies. What the company may do then is a question for your adviser; Ekvi shows the count. Each such allotment also starts its own HE12 clock of one month.
How Ekvi shows the count
On the register page and the holders page Ekvi shows "Members counted for the fifty-member limit": the count of fifty, how many members have shares, how many are excluded as having become members while employed, how many are joint holdings (each counted once), and how many have no particulars and are counted with their employment unknown, with the rule, the section and the rule's acceptance status beside it. The register health check repeats it. It is a count, not a refusal: it can be too high by the number of members whose employment is not recorded, and a guard that refused on such a count would be refusing on a guess.
Keeping the record usable
Three habits make the count defensible. Record, for every member who is or was an employee, whether they became a member while employed, and the date. Record the date each person ceased to be a member, so the count as at an earlier date can be reproduced. And look at the count before an allotment or a transfer to a new holder, not after, because the register can be changed later but the date of the entry is what the filing clocks run from.
Summary
Fifty, minus employees and those who became members while employed. Keep the employment record, count a joint holding the way your adviser confirms, and remember the index above fifty.
Ekvi is a record-keeping tool and does not provide legal or tax advice.
Questions
How many members may a Cyprus private company have?
Fifty, not counting persons in the company's employment and persons who became members while employed and stayed members after the employment ended (Cap. 113 s.29(1)(b)).
Does a company with more than fifty members have to keep anything extra?
A company with more than fifty members keeps an index of the members' names, unless the register is itself an index, and updates it within 14 days of any change to the register (s.106).
Does Ekvi stop me from admitting a fifty-first member?
No. Ekvi counts members and shows the count with the number it could not classify; it does not refuse an allotment on the count, because the count can be wrong when employment details are not recorded.
The rules behind this guide
- Cap. 113 s.29(1)(b)
cy.company.private_50_member_limit_excludes_employees· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.106
cy.register.index_if_more_than_50_members· 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.28(1); ss.57, 57A-57F, 64-68
cy.register.own_shares_and_subsidiary_cannot_be_members· 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.