Special and extraordinary resolutions in Cyprus: file a printed copy within 15 days (s.137)
A Cyprus company delivers a printed copy of every special and extraordinary resolution to the Registrar within 15 days of passing it (Cap. 113 s.137).
Some decisions of a Cyprus company are taken by a special or an extraordinary resolution of the general meeting. Section 137 of Cap. 113 adds a duty after the vote: a printed copy of the resolution goes to the Registrar of Companies within fifteen days after it is passed.
Which resolutions
Section 137 covers a printed copy of:
- every special resolution,
- every extraordinary resolution,
- unanimous resolutions which, without unanimity, would have required one of those forms, and
- resolutions of classes of shareholders (section 137(1) and (4)).
The article does not explain what makes a resolution special or extraordinary, how it is carried or what notice it needs; those come from the Law and from the company's articles, and are outside the scope here. The point for the register is the date on which the resolution is passed: that date starts the fifteen days.
How the days run
The 15 days count from the day the resolution is passed. Ekvi counts calendar days and does not move a deadline that lands on a weekend or a holiday.
A worked example:
| Step | Date |
|---|---|
| General meeting passes the special resolution | 20 November 2026 |
| Printed copy due at the Registrar | 5 December 2026 |
| Reminder one week before | 28 November 2026 |
5 December 2026 is a Saturday. A company relying on the next working day should check that it may; the safe course is to deliver on or before the Friday, 4 December.
Resolutions that bring a second filing
A single resolution can set off more than one clock. Two common cases:
- An increase of the authorised capital. The notice on form HE14 is due within 15 days of the resolution (section 62) and carries a printed copy of it. See increasing the authorised share capital.
- A change to the shares themselves, such as a subdivision or a conversion of one class into another, which has its own one-month notice on the HE16 (section 61). See the HE16 guide.
Each has its own deadline from its own rule.
Three mistakes to avoid
- Counting from the meeting notice or the signing of minutes. The rule counts from the passing of the resolution. If the resolution was passed on 20 November and the minutes were signed on 27 November, the fifteen days still end on 5 December.
- Treating the copy as part of another filing. The HE14 for a capital increase and the HE16 for a change of shares are separate notices on their own clocks. Whether a copy sent with one also satisfies section 137 is a question for the company's adviser, not something this guide assumes.
- Leaving out the resolutions of a class. Resolutions of classes of shareholders are on the list in section 137(1) and (4). A company with more than one class of shares should check each class meeting against it.
What a company should keep
- the text of the resolution as passed, signed and dated,
- the date of the meeting or, for a written resolution, the date it was passed,
- the date the copy was delivered to the Registrar.
Keep the resolution date once, as a fact, and read every deadline that depends on it from that date.
Using the deadline calendar
The deadline calendar takes the date the resolution was passed and returns the fifteenth day, with reminders a week and a day before. Ekvi does not submit anything to the Registrar for the company.
Ekvi is a record-keeping tool and does not provide legal or tax advice.
Questions
How long does a Cyprus company have to deliver a copy of a special resolution to the Registrar?
Fifteen days after the resolution is passed (Cap. 113 s.137).
Which resolutions must be filed?
Every special and extraordinary resolution, unanimous resolutions which without unanimity would have needed such a form, and resolutions of classes of shareholders (s.137(1), (4)).
Does this replace the HE14 for an increase of capital?
No. The notice of an increase of capital (HE14, s.62) is a separate filing with its own 15 days; the two can both fall due on the same resolution.
The rules behind this guide
- Cap. 113 s.137(1),(4)
cy.filing.resolutions_15_days· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.62(1)-(2)
cy.filing.he14_capital_increase· accepted by Ekvi, not yet confirmed by a Cyprus lawyer - Cap. 113 s.61(1)-(2)
cy.filing.he16_diversification· 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.