Register of Members in Cyprus: what s.105 Cap. 113 requires
What a Cyprus company's register of members must contain under section 105 of the Companies Law, Cap. 113, where it may be kept, who may inspect it, and when it has to be corrected.
Every Cyprus company keeps a register of members. It is the legal record of who the company's members are: section 113 of Cap. 113 makes it prima facie evidence of the matters the Law directs to be entered in it. This guide sets out what section 105 requires it to contain and the sections around it that decide where it is kept, who may see it and how it is corrected.
What the register must contain
Section 105(1) lists the entries:
- The name and address of every member.
- For a company having a share capital, a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and the amount paid or agreed to be considered as paid on the shares of each member.
- The date on which each person was entered in the register as a member.
- The date on which any person ceased to be a member.
The class of shares is not named in section 105 in terms. A member who has transferred all their shares does not disappear from the register: the date they ceased to be a member is itself an entry.
What is not in the register
The register holds members and their shares. An option, an advance subscription agreement (ASA), a SAFE or a convertible note is not a share, and is not entered in the register before it converts. A cap table that lists them next to shareholders is a different document from the register of members.
Where it is kept, and in what form
The register is kept at the registered office, at another office of the company, or at the office of the person who keeps it on the company's behalf — but for a company registered in the Republic, not at a place outside the Republic. The Registrar is notified of where it is kept and of any change of that place (section 105(2)-(4)).
It need not be a bound book. Section 371 allows any register the Law requires to be kept by "recording the matters in question in any other manner", provided adequate precautions are taken against falsification and to facilitate its discovery.
A company with more than fifty members also keeps an index of their names, unless the register is itself in the form of an index, and updates the index within 14 days of any change to the register (section 106).
Who may inspect it
The register and the index are open to inspection by a member free of charge and by anyone else for a small fee, during business hours for at least two hours a day. A copy of the register, or of any part of it, must be sent within ten days beginning with the day after the request was received (section 108).
Keeping it right
Where a name is entered in or left out of the register without sufficient cause, or a person's ceasing to be a member is not entered or is entered late, the register is rectified on an application to the court (section 111). A register that is right on every date is easier to keep than one corrected afterwards.
Changes in membership also have their own filing deadlines with the Registrar of Companies. A transfer of shares in a private company, for example, is notified to the Registrar within 14 days of being entered in the register (section 113A, form HE57).
Summary
| Question | Answer | Section |
|---|---|---|
| What must be entered? | Name, address, shares and amount paid, date entered, date ceased | s.105(1) |
| Where is it kept? | At an office in the Republic; the Registrar is told where | s.105(2)-(4) |
| May it be electronic? | Yes, with precautions against falsification | s.371 |
| Over 50 members? | Keep an index, updated within 14 days | s.106 |
| Who may inspect? | Members free of charge, others for a fee; copies within 10 days | s.108 |
| Wrong entry? | Rectified by the court | s.111 |
To put a filing deadline in your calendar, with reminders a week and a day before, use the deadline calendar.
Questions
May a Cyprus company keep its register of members electronically?
Yes. Section 371 of Cap. 113 allows any register the Law requires to be kept otherwise than in a bound book, provided adequate precautions are taken against falsification and to facilitate its discovery.
Are option holders or SAFE investors entered 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 a share and is not entered before it converts into shares (Cap. 113 s.105(1) and s.113).
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.105(2)-(4)
cy.register.location_in_republic· 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.106
cy.register.index_if_more_than_50_members· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.108(1)-(4)
cy.register.inspection_and_copies· 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.113A(1)-(2)
cy.filing.he57_transfer· 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.