Taking over a Cyprus client's register of members: what to check first

Taking over a company means taking over its past. The register may be a bound book, a spreadsheet or a PDF from the previous provider, and the filings may or may not have been made. Do the checks in this order and you will know within an hour what the file is worth.

1. Are the s.105 particulars there?

Section 105(1) lists what the register contains. For each member:

• name and address;
• the shares held (numbered, where shares have numbers) and the amount paid or considered paid on them;
• the date the person was entered as a member;
• the date the person ceased to be one.

Count the members that are missing any of these. The date entered and the date ceased are the ones most often lost, because a spreadsheet that shows only current holders has overwritten them. The register is also kept at an office in the Republic, and the Registrar is notified of where; check that the notification matches reality.

2. Is every allotment and transfer filed?

For each allotment, find the HE12 (one month from the allotment, s.51). For each transfer of a private company's shares, find the HE57 (14 days from its registration in the register of members, s.113A). For each capital increase, find the HE14 (15 days from the resolution, s.62). If the company has a resolution that needs a copy delivered to the Registrar, the same applies (s.137, 15 days).

Where a form is missing, the date it should have been filed is the date to put in front of the client. Where an entry was left out of the register, or a cessation was entered late, s.111 provides for rectification on an application to the court; tell the client before they find out.

3. Do issued shares fit authorised capital?

Add up the issued shares by class and compare them with the authorised capital in the memorandum and any later increase. If directors were given authority to allot in a resolution increasing the capital, that authority lasts five years at most (s.62(2)); check it has not run out. Ekvi refuses an allotment beyond the authorised capital, so an import with one will show up in the preview.

4. What is outside the register?

Options, SAFEs, ASAs and convertible notes are not shares before they convert and are not entered in the register. Ask for them separately. A cap table that mixes them in is a sign the register itself has not been kept apart.

Importing: original dates or current positions

Ekvi imports a CSV (the template opens in Excel). Before anything is recorded you see a preview of what would be recorded, what a Cap. 113 rule refuses and what does not add up. Either everything is recorded or nothing.

You choose one of two modes first:

• Current positions only. Each holder's position is recorded as an opening balance on one date. History before that date is not in Ekvi, no filings are derived from it and past filings are not checked. The date entered shown for those members is the opening date, not the date they became members.
• Full history with original dates. Every allotment and transfer is recorded on its own date. Ekvi works out the HE12 and HE57 deadlines from those dates, and every filing you have not marked as filed during the import shows as overdue.

Which is right depends on the file. If you have the minute books, use history and mark filed what you can prove was filed. If you have only a list of today's holders, use positions and say so to the client.

The free health check

After the import, Ekvi produces a PDF health check as at a date you choose. It lists what the register shows against the rules recorded in Ekvi: missing s.105 particulars, filings due or overdue, gaps in beneficial-owner data, authorised-capital headroom, option grants with no valuation. Each line carries the rule, the section and the rule's acceptance status, with the fifty-member count and the authorised capital by class. It makes no recommendation about structure and is not legal advice. It is saved as a document in the company's Data Room.

If the history exists only on paper, rebuilding it from documents is a separate service, from the price on the landing page and quoted per company.

Summary

Particulars, filings, capital, instruments. Then import with the mode that matches what you actually hold.

To put a missing filing's deadline in your own calendar, use the deadline calendar.

Ekvi is a record-keeping tool and does not provide legal or tax advice.