Share transfer in Cyprus: form HE57, 14 days, register of members
Share transfer in a Cyprus private company: instrument of transfer, entry in the register of members, and form HE57 to the Registrar within 14 days (Cap. 113).
The transfer of shares in a Cyprus private company runs through three steps under the Companies Law, Cap. 113: the instrument of transfer, the entry in the register of members and the notice to the Registrar of Companies. Each step has its own date, and the HE57 deadline counts from the second.
1. The instrument of transfer
Whatever the articles say, the company may not register a transfer of shares unless a proper instrument of transfer has been delivered to it (section 73). The statute does not say who signs it. Under Table A, regulations 22-23, the default articles, the transferor and the transferee both sign.
The Stamp Duty Laws were repealed with effect from 1 January 2026 (Law 239(I)/2025, article 2): an instrument executed on or after that date bears no stamp duty.
2. The board's decision
The board's power to refuse to register a transfer comes from the articles, not from the statute. Under Table A (regulations 24, 25 and 27) the directors may decline to register a transfer of a share that is not fully paid or on which the company has a lien, and registration of transfers may be suspended for no more than thirty days in a year.
If the company refuses, it must send the transferee notice of the refusal within two months of the date the instrument was lodged (section 76). See refusing to register a transfer.
3. The entry in the register of members
The register holds, for each member, the name and address, the shares held and the amount paid on them, the date the person was entered as a member and the date the person ceased to be one (section 105(1)). A transfer therefore changes two lines: the transferor's holding falls, or the transferor ceases to be a member, and the transferee is entered with their own date.
4. The HE57: 14 days from the entry
Every transfer of shares of a private company having a share capital is notified to the Registrar within fourteen days of its registration in the register of members (section 113A). The notification states:
- the names and addresses of the former and the new member,
- the number of shares the members hold at the date of the notification,
- the particulars of the shares transferred, with the date the transfer was registered.
The form is the HE57. The statute does not name the form number; the Registrar's page does.
The 14 days count from the date of entry in the register, not from signing the instrument. Worked example:
| Step | Date |
|---|---|
| Instrument of transfer signed | 1 March 2026 |
| Transfer entered in the register of members | 10 March 2026 |
| HE57 due | 24 March 2026 |
Had the company counted from the signature, it would have shown 15 March, nine days too early. A company that backdates the register entry to the signature date moves its own deadline and misstates the register; the entry date is a fact to record, not to choose.
Summary
| Step | What decides it | Time limit |
|---|---|---|
| Instrument of transfer | Cap. 113 s.73 | none |
| Notice of refusal to register | Cap. 113 s.76 | 2 months from lodging the instrument |
| Entry in the register of members | Cap. 113 s.105 | none stated in the rules |
| HE57 to the Registrar | Cap. 113 s.113A | 14 days from the entry |
In Ekvi, a recorded transfer creates an HE57 deadline counted from the transfer's register-entry date, and a data sheet lists the fields the filing asks for. Ekvi does not submit the form for the company. 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 do the 14 days for the HE57 start?
On the date the transfer is entered in the company's register of members, not on the date the instrument of transfer was signed (Cap. 113 s.113A).
Is stamp duty payable on an instrument of transfer of shares?
The Stamp Duty Laws were repealed with effect from 1 January 2026 (Law 239(I)/2025). An instrument executed on or after that date bears no stamp duty.
Must the transfer be notified when the company refuses to register it?
The HE57 follows the registration of a transfer. If the company refuses to register, it must instead send the transferee notice of the refusal within two months of the instrument being lodged (s.76).
The rules behind this guide
- Cap. 113 s.73; Table A regs 22-23
cy.transfer.instrument_required· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 Table A regs 24, 25, 27
cy.transfer.board_refusal_from_articles· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.76(1)-(2); Table A reg. 26
cy.transfer.refusal_notice_2_months· 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 - Cap. 113 s.105(1)(a)-(c)
cy.register.mandatory_fields· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Ν. 239(Ι)/2025, art. 2 (Επίσημη Εφημερίδα αρ. 5070, 31.12.2025)
cy.transfer.stamp_duty_abolished· 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
- Law 239(I)/2025 — repeal of the Stamp Duty Laws (CyLaw) 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.