Share certificate or register of members in Cyprus: which is the evidence?
What Cap. 113 says about the register of members as evidence, how a share certificate relates to it, and what to do when the two disagree.
A shareholder holds a certificate. The company holds a register. Most of the time they say the same thing. The question matters on the day they do not: after a transfer that was never entered, a certificate lost and reissued, or a typing error in a number.
What the Law says about the register
The register of members is the record the Law requires a company to keep. Section 105(1) lists what it contains: the name and address of each member, the shares they hold and the amount paid, the date they were entered and the date they ceased to be a member. Section 113 makes the register prima facie evidence of the matters the Law directs to be entered in it. "Prima facie" means the register is accepted until it is shown to be wrong.
Anyone can ask to see it. Members inspect it free of charge, others for a small fee, and a copy of the register or any part of it must be sent within ten days of the request (s.108).
What a certificate is, and what we can say about it
A share certificate is a document the company issues to a member stating what they hold. Section 105 does not list a certificate number as a register particular, and a certificate is not an entry in the register. The rules in Ekvi's rule book that have been accepted by a human do not set out the evidential force of a certificate, the time within which it has to be ready, or what happens when it conflicts with the register. Those questions go to the company's corporate secretary or lawyer.
What can be said without those rules is limited to this: the register entry is what the Law directs the company to record and what s.113 treats as prima facie evidence, so the first step in any disagreement is to look at the register and the events behind it.
When they disagree
Three typical cases.
The certificate shows more than the register. A transfer was signed and a certificate issued but the transfer was never entered. The register still shows the old holder. The company can enter the transfer if it has a proper instrument of transfer (s.73); the HE57 clock then runs from the date of that entry, 14 days (s.113A).
The register shows more than the certificate. The member lost it, or never received it. The register entry is unaffected, and the company issues a replacement. Record the replacement as a new document, not an edit of the first.
The certificate and the register differ on a number or a name. Section 111 provides for rectification: where a name is entered or omitted 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. If the difference is a clerical error that nobody disputes, the company should still record the correction with its date and reason, and keep both versions.
A worked example
A company allots 500 shares to Elena on 10 June 2026. The certificate is typed on 12 June with 50 shares. The register, correctly, shows 500 shares entered on 10 June. HE12 is due on 10 July 2026. On 3 September Elena asks for a copy of the register (the company must send it within ten days) and notices the difference. Nothing about the allotment changes: the company cancels the 12 June certificate by a dated record, issues a new one for 500 shares that refers to the cancelled one, and the register stays as it was.
How Ekvi treats the two
Ekvi derives the register from dated events, and a certificate is a document generated from an allotment or a registered transfer. The PDF it generates is always marked "DRAFT for signature" and does not state that the shares are paid up, because the ledger does not know whether the money was received; the signer completes that line. Once a document is executed, Ekvi does not alter it: a correction is a new document that refers to the one it replaces.
Summary
The register is the record the Law directs the company to keep and s.113 gives it its evidential weight. The certificate is a separate document. When they differ, fix the register through the court route if the entry is wrong, fix the certificate by replacement if it is, and keep every version.
Ekvi is a record-keeping tool and does not provide legal or tax advice.
Questions
Is the register of members or the share certificate the proof of ownership in Cyprus?
Section 113 of Cap. 113 makes the register of members prima facie evidence of the matters the Law directs to be entered in it, including the members and the shares they hold. The rule book Ekvi relies on does not yet include an accepted rule on the evidential force of a certificate.
What if the certificate and the register disagree?
Where a name is entered or omitted without sufficient cause, or a cessation is not entered or entered late, s.111 provides for rectification of the register on an application to the court. A correction of the company's own documents should be a dated new entry, not an overwriting.
Is the certificate number part of the register?
Section 105 lists the particulars of the register and a certificate number is not among them.
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(1), s.113
cy.instruments.convertibles_not_in_register· 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.108(1)-(4)
cy.register.inspection_and_copies· 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.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.