Bringing new shareholders into a Cyprus company isn’t quite as simple as signing a few forms. The process involves multiple layers of verification, from the corporate secretary’s internal checks to formal filings with the Department of Registrar of Companies. And given the regulatory environment in Cyprus right now, perhaps calling it “rigorous” would be an understatement.
Cyprus has positioned itself as a significant financial hub within the European Union, with more than 800 entities regulated by CySEC and over 50 international banks operating locally. This status comes with obligations. The country’s AML framework aligns with EU directives, FATF recommendations, and MONEYVAL standards. CySEC alone conducted 850 audits in 2024 and issued fines totalling €2.7 million to firms falling short of regulatory expectations.
For anyone looking to add shareholders, transfer shares, or allot new ones, the documentation requirements reflect this strict compliance culture. You’ll need to satisfy both your service provider’s internal due diligence protocols and the formal legal requirements of the Companies Law (Cap. 113).
Two Ways Shareholders Join a Cyprus Company
There’s an important distinction to understand from the start. Shareholders can be added to a Cyprus company through two main routes, and each triggers different filings and KYC requirements.
A share transfer occurs when existing members sell or gift their holdings to another person. The total authorised capital stays the same; ownership simply moves from one person to another.
Share allotment occurs when an entity issues new shares, either to existing members or to entirely new ones. This increases the issued capital and requires board approval, plus potentially a shareholder resolution depending on the Articles of Association.
Both scenarios require notifying the Registrar of Companies, but the forms differ:
- Form HE57 for share transfers (must be filed within 14 days)
- Form HE12 for share allotments (one-month deadline)
The KYC documentation collected by your corporate secretary, however, remains consistent mainly across both processes. They need to verify who the incoming shareholder actually is, where their funds originate, and whether they present any heightened risk from a money laundering perspective.
Core Documents Required for Individual Shareholders
When a natural person becomes a shareholder in a Cyprus company, service providers will request a standard set of identification and verification materials. Some of this may seem familiar if you’ve opened a bank account recently, but the requirements can be stricter for corporate structures.
Identity verification documents:
- Valid passport (colour copy, certified as a true copy)
- National identity card (acceptable for EU citizens)
- A driver’s licence may be accepted in some cases, though passports remain preferred.
Proof of residential address:
The document must be dated within three months of submission. Acceptable options include:
- Utility bill (electricity, water, gas, telephone)
- Bank statement from a regulated institution
- Government-issued letter or tax document
- For some jurisdictions, a passport with a registration stamp may suffice
Additional KYC questionnaires:
Service providers typically require completion of their own client intake forms. These ask about occupation, source of wealth, intended purpose of the shareholding, and any political exposure. Expect questions about employment history, business activities, and how the person acquired the funds used to purchase shares.
Professional or bank reference:
Not always mandatory, but frequently requested. A reference letter from a bank where the individual holds an account, dated within the past three months, adds an extra layer of credibility.
Documentation for Corporate Shareholders
When a legal entity rather than an individual becomes a shareholder, the documentation burden increases substantially. Cyprus allows corporate shareholders, which is one reason multi-tier holding structures remain popular. But that flexibility comes with additional scrutiny.
Required entity documents:
- Certificate of Incorporation or equivalent from the home jurisdiction
- Certificate of Good Standing (issued within three months)
- Memorandum and Articles of Association (or equivalent constitutional documents)
- Register of Directors and Secretary with identification for all directors
- Register of Shareholders showing current ownership percentages
- Board resolution authorising the share acquisition
- Certificate of Registered Office Address
Beneficial ownership chain:
This is where things get more involved. The service provider must trace the ownership structure upward until they reach natural persons. If Company A is purchasing shares, and Company A is owned by Company B, which is owned by individuals X and Y, documentation will be required for the entire chain.
For each ultimate beneficial owner (anyone holding more than 25% or exercising significant control), the exact individual KYC requirements apply: certified passport copies, proof of address, and relevant questionnaires.
Organisational chart:
A clear diagram showing the ownership structure is typically mandatory when dealing with corporate shareholders. This should indicate percentage holdings at each level and identify all persons with control rights.
Certification and Apostille Requirements
One of the most frequently asked questions involves who can certify documents in Cyprus. The answer varies depending on where the document originates and where it will be used.
Within Cyprus:
Cyprus does not have a traditional notary public system like those in continental European countries. Instead, signatures on private documents are certified by “certifying officers” who are appointed and regulated by the Ministry of Interior. These individuals are not required to be lawyers.
For company documents, lawyers can certify copies as “true copies” of originals. Members of the Cyprus Bar Association frequently provide this service as part of corporate administration.
Documents originating from abroad:
If identification documents or corporate records come from another country, they typically need authentication before being accepted in Cyprus. The process depends on whether the issuing country is party to the Hague Apostille Convention:
For Hague Convention countries:
- Document receives an Apostille stamp from the competent authority in the issuing country
- The Apostilled document is recognised in Cyprus without further steps
For non-Hague countries:
- Document is certified by the Ministry of Foreign Affairs in the issuing country
- Further certification by the Cypriot diplomatic mission in that country
- Final certification by the Ministry of Foreign Affairs of Cyprus
Practical tip: Keep certified copies within their validity window. Proof of address documents older than three months will be rejected. Certificates of Good Standing should ideally be no more than three months old for banking and regulatory purposes.
Filing Share Transfers with the Registrar
Once your service provider has completed their due diligence checks, the formal registration process begins. For share transfers between existing and new members, Form HE57 is the prescribed notification to the Registrar of Companies.
Filing requirements:
The company secretary must submit Form HE57 within 14 days of the date on which the transfer was registered in the company’s register of members. The form must include:
- Full details and address of each shareholder involved
- Number of shares transferred
- Date of transfer
- Number of shares held by each party after the transfer
Accompanying declaration:
The secretary provides a declaration confirming that all changes are reflected in the company’s internal register, which is maintained at the registered office address.
Fees:
| Service | Fee |
| Standard HE57 filing | €20 |
| Accelerated procedure | Additional €20 |
| Court order submission (if correcting register) | Additional €20 |
Late filing penalties:
Filing beyond the 14-day window triggers automatic penalties: €50 on the first day of non-compliance, plus €1 for each subsequent day, capped at €250. These fees were introduced in December 2020 and have become strictly enforced.
Important legal point:
The filing of Form HE57 alone does not make a share transfer legally valid. Under Section 73 of the Companies Law, a proper instrument of transfer must be executed and delivered to the company. The Registrar form merely notifies the public register of changes that have already occurred internally.
Filing Share Allotments for New Members
When a company issues new shares rather than transferring existing ones, Form HE12 applies. This route is standard when raising capital or bringing in investors who contribute fresh funds.
Timing requirements:
The notification must reach the Registrar within one month of the allotment date. If the deadline cannot be met, the company needs to obtain a court order extending the submission period.
Information required:
- Company name and registration number
- Date of allotment
- Available authorised capital
- Full address details of each shareholder receiving allotments
- Number of shares allotted to each
Pre-requisites:
Before allotting shares, ensure the company has sufficient authorised but unissued capital. If not, Form HE14 (increase of authorised share capital) must be filed first, along with the relevant shareholder resolution.
For public companies:
Additional requirements apply. The allotment method must be specified (private placement or public subscription), and if consideration is non-monetary, an expert valuation report is mandatory.
UBO Register Obligations
Beyond share transfer or allotment filings, any change in beneficial ownership triggers obligations to the Central Register of Beneficial Owners, commonly known as the UBO Register. An Ultimate Beneficial Owner is the natural person who ultimately owns or controls a company, either through direct or indirect ownership of more than 25% of shares or voting rights, or through other means of control. Cyprus law requires that this register accurately reflects who truly stands behind corporate structures, not just the names appearing on share certificates.
Who qualifies as a beneficial owner?
Under the Cyprus AML law, a beneficial owner is any natural person who:
- Holds more than 25% of shares directly or indirectly
- Controls more than 25% of voting rights
- Exercises control through other means
Update deadlines:
Changes must be filed with the UBO Register within 45 days. Additionally, all companies must confirm their UBO information annually between 1 October and 31 December.
Information submitted:
For each beneficial owner, the register requires:
- Full name and date of birth
- Nationality and residential address
- Identification document details
- Nature and extent of the beneficial interest held
- Percentage of shares or voting rights
Access restrictions:
Since January 2023, public access to the UBO Register has been suspended following a European Court of Justice ruling. Only competent authorities, supervisory bodies, and obliged entities performing customer due diligence can request information, for €3.50 per entity query.
Penalties for non-compliance:
Late filings attract an initial €200 fine, plus €100 per day of continued non-compliance, capped at €20,000. December 2024 amendments shifted personal liability to the company itself rather than individual officers.
What About Nominee Shareholders?
Nominee arrangements remain legally permissible in Cyprus, though they require careful documentation. When a nominee shareholder holds shares on behalf of another person, the valid beneficial owner must still be disclosed to the UBO Register.
Documentation for nominee arrangements:
- Declaration of Trust signed by the nominee
- Nominee agreement outlining rights and obligations
- KYC documents for both the nominee and the beneficial owner
The Declaration of Trust is a private agreement that does not need to be disclosed to the Registrar of Companies. Still, it establishes that the nominee holds no personal rights to the shares and acts solely on the beneficial owner’s instructions.
Practical consideration:
Banks and regulated entities will look beyond the nominee to identify the ultimate controller. Opaque structures without a clear trail of beneficial ownership invite greater scrutiny and may lead to banking difficulties. Keep documentation complete and readily available.
Timelines and What to Expect
Getting a shareholder change processed involves multiple steps, and realistic expectations help avoid frustration.
| Step | Typical Timeline |
| KYC document collection | 3-10 business days (depends on responsiveness) |
| Service provider due diligence review | 2-5 business days |
| Internal company resolution and share allotment/transfer | 1-2 business days |
| Registrar filing and processing (standard) | 5-7 business days |
| Registrar filing (accelerated procedure) | 1-3 business days |
| UBO Register update | Must be completed within 45 days |
| New Certificate of Shareholders issuance | Upon Registrar processing |
Factors that cause delays:
- Incomplete or poorly certified documents
- Missing beneficial ownership information for corporate shareholders
- Documents in languages other than Greek or English without certified translations
- Addresses on identification documents do not match the proof of residence
Common Mistakes to Avoid
Having seen many shareholder changes processed, specific errors appear repeatedly. Avoiding these will save time and potential regulatory headaches.
Outdated proof of address: The most common issue is submitting utility bills older than 3 months. Service providers cannot accept stale documentation regardless of how recent the underlying service.
Unsigned instruments of transfer: Form HE57 notifies the Registrar but does not replace the requirement for a properly executed transfer instrument under Section 73 of the Companies Law.
Forgetting the UBO filing: Updating the company’s register of members is one thing; updating the beneficial ownership register is a separate obligation with its own deadline.
Incomplete corporate chains: When a corporate shareholder joins, documentation for every entity in the ownership chain must be provided. Missing even one intermediate holding company will stall the process.
Relying on uncertified copies: Colour scans of passports are not sufficient. Copies must be certified as accurate by appropriate authorities, especially for non-resident shareholders.
Frequently Asked Questions
What is the HE1 form in Cyprus company registration?
Form HE1 is the statutory declaration filed at the time of company incorporation, not when adding shareholders. A Cyprus-licensed lawyer signs this affidavit, confirming that all formation documents comply with the Companies Law, Cap. 113. The form is sworn before a court and submitted alongside the Memorandum and Articles of Association, registered office notification (HE2), and director/secretary particulars (HE3). It certifies legal compliance at the point of company registration rather than during subsequent ownership changes.
What additional information must be collected from a company for KYC purposes under current guidelines?
Beyond basic identification, obliged entities in Cyprus now require source-of-funds documentation, explanations of sources of wealth, professional or banking references, and detailed descriptions of business activities. For corporate clients, organisational charts showing the whole beneficial ownership chain are mandatory. CySEC Directive R.A.D. 282/2024 expanded the list of acceptable identification documents and introduced stricter video verification rules. Entities must also conduct adverse media screening and sanctions checks against EU, UN, and OFAC lists for all directors, shareholders, and beneficial owners.
How do you change shareholders in a Cyprus company?
Shareholders change through either share transfer (existing shares are transferred to new holders) or share allotment (new shares are issued). For transfers, the seller and buyer execute an instrument of transfer; the board approves it by resolution; the company secretary updates the register of members; a new share certificate is issued; and Form HE57 is submitted to the Registrar within 14 days. For allotments, the board resolves to issue new shares; certificates are prepared; the members’ register is updated; and Form HE12 files are ready within one month. Both require KYC for incoming shareholders to be completed in advance.
Who can certify documents in Cyprus?
Several authorities can certify documents depending on the purpose. Certifying officers (appointed by the Ministry of Interior) authenticate signatures on private documents. Lawyers registered with the Cyprus Bar Association can certify copies as “true copies” of originals. The Ministry of Justice and Public Order issues Apostille stamps for documents intended for use abroad in Hague Convention countries. For corporate filings, the Registrar of Companies can provide certified extracts. District Administration officers certify the signatures of certifying officers when Apostille certification is required.
Get Professional Support for Your Shareholder Changes
Navigating shareholder documentation requirements in Cyprus can feel overwhelming, particularly when dealing with corporate structures, non-resident investors, or tight deadlines. Getting something wrong can lead to delays, potential penalties, and complications with banks or other service providers down the line.
C. Savva & Associates LTD, based in Nicosia, provides expert guidance on all aspects of corporate restructuring and shareholder changes. Our team handles KYC document collection, Registrar filings, and beneficial ownership updates so you can focus on what matters most. Reach out to discuss your specific situation.