Guidance

Updating Share Capital and Shareholders

A company may proceed with changes to its members as well to the number of shares each member holds. In this case, the company is obliged to submit to the Registrar of Companies notification of the change in its register of members and share capital.

Registering a transfer of shares

A private company must submit to the Registrar of Companies notification of the transfer of shares or of changes to their details (form HE57), within fourteen (14) days from the date of change.

As at 18/12/2020, failure to timely notify (within 14 days) the Registrar of Companies of any change regarding the transfer of shares or of changes to their details, allows the registrar to impose on the company a late filing fee not exceeding the amount of fifty euros (€50) upon the first day of non-compliance and a further charge of one euro (€1) for every day the failure to comply continues, up to the maximum amount of two hundred and fifty euros (€250).

You may submit the notification of transfer of shares or of the change in their details (form HE57), either through the e-filing system of the Registrar of Companies or by hand/post, accompanied by:

• the secretary’s declaration that all changes are according to the company’s register, kept in the company’s registered office address;
• the fee of twenty euros (€20) and in the event that the accelerated procedure is required, an additional fee of twenty euros (€20).

In the event that the company wishes to submit a rectification of the register of members, in addition to the above, it must submit a court order for the rectification of the register of members along with the fee of twenty euros (€20).

Depending on how you submit the request, the fees can be paid:

• by credit card (for efiling submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer (for submissions by hand/ post).

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the transfer of shares and updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change

Registering a report for the allotment of shares

When a company allots shares to a new member or additional shares to existing members, it is obliged to submit to the Registrar of Companies notification of the allotment of shares (form HE12) within one (1) month from the allotment of shares date. In the event that the notification cannot be submitted within the specified time limit of one (1) month, then the company must submit to the Registrar of companies a court order, extending the time of submission.

As at 18/12/2020, failure to timely notify (within 1 month or up to the date that a relevant request is submitted to court for extension of the submission time) the Registrar of Companies of any change regarding the company’s allotment of shares, allows the registrar to impose on the company a late filing fee not exceeding the amount of fifty euros (€50) upon the first day of non-compliance and a further charge of one euro (€1) for every day the failure to comply continues, up to the maximum amount of two hundred and fifty euros (€250).

You may submit the allotment of shares (form HE12), either through the e-filing system of the Registrar of Companies or by hand/post, accompanied by the fee of twenty euros (€20) and the additional fee of twenty euros (€20) if the accelerated procedure is required. In the case where a court order is submitted an additional fee of twenty euros (€20) is paid.

Depending on how you submit the request, the fees can be paid:

• by credit card (for e-filing submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer (for submissions by hand/ post).

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the allotment of shares and updating the companies Register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change

Registering an acquisition of own shares

A company that acquires its own shares must, within fourteen (14) days from the date of the change, submit a notification to the Registrar of Companies (form ΗΕ63).

You may submit the form for acquisition of own shares (form ΗΕ63), by hand/post, accompanied by:

• special resolution for the acquisition of a company’s own shares in the Greek language; 
• certified translation of resolution in the foreign language, either by an affidavit or by sworn translator of the Republic of Cyprus, in case a file in foreign language is already open; and
• the fee of twenty euros (€20) and, an additional fee of twenty euros (€20) in case an accelerated procedure is required.

The fees are payable in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer.

You are advised to refer to the Explanatory Notes, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances legal requirements have been met, he will proceed with registering the acquisition of own shares and updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

The aforementioned new form ΗΕ63 has been implemented as from December 6th, 2021.

Registering diversification of share capital

A company may alter its share capital in any of the following ways:

• consolidation and division of its share capital into shares of greater value than that of the existing shares;
• conversion of shares into stock;
• reconversion of stock into shares;
• subdivision of shares;
• cancellation of shares;
• conversion of any shares belonging to a certain class of shares, into another class of shares.

The company is obliged to submit to the Registrar of Companies notification for the consolidation, division, subdivision, redemption or cancellation of shares, conversion of shares, and reconversion of stock into shares (form HE16), within one (1) month from the date of the variation.

You may submit the consolidation, division, subdivision, redemption or cancellation of shares, conversion of shares and reconversion of stock into shares (form HE16), either through the e-filing system of the Registrar of Companies or by hand/post, accompanied by the fee of twenty euros (€20) and the additional fee of twenty euros (€20) in case an accelerated procedure is required.

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

Depending on how you submit the request, the fees can be paid:

• by credit card (for efiling submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer (for submissions by hand/ post).

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the variation of share capital and updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change

Registering increase in authorised share capital

The company is obliged to submit to the Registrar of Companies notification of increase in authorised share capital (form HE14) within fifteen (15) days from the date of the increase, accompanied by the relevant resolution.

You may submit the increase in authorised capital (form HE14), either through the e-filing system of the Registrar of Companies or by hand/post, accompanied by:

• the resolution for the increase in authorised share capital in the Greek language; and
• the total fee of forty euros (€40), for the form and resolution. If the accelerated procedure is required an additional fee of twenty euros (€20) must be paid.

Depending on how you submit the request, the fees can be paid:

• by credit card (for efiling submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer (for submissions by hand/ post).

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances legal requirements have been met, he will proceed with registering the increase in authorised share capital and updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change

Registering increase in the number of members

In the event where the number of members of a limited liability company by guarantee increases, the company is obliged to submit to the Registrar of Companies notification of that increase (form HE15), within fifteen (15) days from the date that the increase was resolved or effected.

You may submit the notification form (form HE15), by hand/post, accompanied by the fee of twenty euros (€20) and, the additional fee of twenty euros (€20) in case the accelerated procedure is required. Payments can be made in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer. In case an accelerated procedure is required and must be paid.

You are advised to refer to the Explanatory Notes, so as to acquire a better understanding what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the increase in the number of members and updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

The redesigned form HE15 has been implemented as from December 6th, 2021.

Registering reduction of share and reserve capital

A company can, if it chooses, to proceed with the reduction of its share or reserve capital. In order to do this, the company must secure a special resolution by its members and obtain a relevant court order. Followingly, the company is obliged to deliver to the Registrar of Companies the resolution for the reduction of share or reserve capital within the specified time limit set by the court order.

You may submit the resolution for the reduction of the share or reserve capital, either through the e-filing system of the Registrar of Companies or by hand/post,  together with a copy of the court order validating the reduction of the share capital. The documents must be accompanied by the fee of one hundred euros (€100) and the additional fee of twenty euros (€20), in case the accelerated procedure is required.

Depending on how you submit the request, the fees can be paid:

• by credit card (for efiling submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer (for submissions by hand/ post).

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change

Registering commission on shares of public company

In case a company pays a commission in consideration of subscribing or agreeing to subscribe for any shares of a public company, which is not disclosed in the statement in lieu of prospectus, for shares not offered to the public, the public company must submit a relevant notice to the Registrar of Companies (form HE11) before the payment of the commission.

You may submit the form for the notification of commission on shares of a public company (form HE11), by hand/post, accompanied by accompanied by the fee of twenty euros (€20) and an additional fee of twenty euro (€20) in case you wish to accelerate the procedure. The fees are payable in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer.

You are advised to refer to the Explanatory Notes of form HE11, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances legal requirements have been met, he will proceed with registering the commission on shares and updating the companies register.

The company may request to obtain certified copies.

The redesigned form HE11 has been implemented as from February 12^th, 2021.