Cyprus Companies Law Cap. 113 permits a wide range of share classes — ordinary, preference, voting / non-voting, redeemable, convertible. We walk through the practical use cases for each (VC tranches, founder vs investor rights, family-office shares) + how to set them up in the Memorandum & Articles of Association.10 min read · By Nexora Cyprus editorial team · Reviewed by an ICPAC-registered Cyprus tax adviser engaged by Nexora
Six standard classes
Cyprus standard share-class menu: (1) ORDINARY — voting, dividend pari passu, residual capital. (2) PREFERENCE — fixed dividend priority, often non-voting. (3) NON-VOTING ORDINARY — economic interest without voting. (4) REDEEMABLE — company can buy back at predetermined trigger. (5) CONVERTIBLE — convert into another class on trigger. (6) DIFFERENTIATED-RIGHTS — bespoke combinations for VC / M&A.
1. The legal framework
Cyprus Companies Law Cap. 113 + the Companies' Memorandum & Articles of Association (M&AA) govern share-class structure. The M&AA can authorise multiple share classes with differentiated rights to: dividends, voting, capital return on winding-up, redemption, transfer, drag-along / tag-along, pre-emption, conversion. Bespoke design is broadly permitted under Cyprus law.
2. Ordinary shares
Voting at general meetings (typically one vote per share).
Dividend pari passu with other ordinary shares.
Pro-rata participation in winding-up surplus.
Default class for founders + employees + standard investors.
3. Preference shares
Fixed dividend rate (e.g., 5% per annum) paid BEFORE ordinary dividends.
Typically non-voting (or limited-voting trigger on certain events).
Capital preference on winding-up — repaid before ordinary shareholders.
Common in family-office structures for retired patriarch / matriarch holdings.
Common in VC structures (preferred stock) — fixed liquidation preference + conversion rights.
4. Non-voting ordinary shares
Economic interest without governance say.
Used for: family members not yet ready for governance, employees with profit-share but not management.
Often convertible to voting ordinary on a future trigger (vesting / family-trust age).
AuthorNexora Cyprus editorial teamReviewed byAn ICPAC-member accountant or Cyprus Bar Association lawyer engaged by NexoraLast updatedMay 2026
Disclaimer: This article is for informational purposes only and does not constitute legal, tax, or financial advice. Tax laws change frequently. Consult a qualified Cyprus adviser for guidance specific to your situation. The information on this page is general guidance only and does not constitute legal, tax, accounting, immigration or financial advice. Specific advice should be obtained based on the facts of each case.