If your Cyprus company received a reminder letter from the Registrar of Companies earlier this year about missing annual returns, the clock is now running.
In September 2026 the Companies Section of the Department of Registrar of Companies and Intellectual Property extended the deadline for overdue annual returns and financial statements to 31 December 2026. After that date, the Registrar will continue striking non-compliant companies off the register under section 327 of the Companies Law, Cap. 113.
This guide explains who is affected, how the strike-off procedure works in Cyprus, what a strike-off actually does to a company, and the two routes back if your company has already been removed.
What the Registrar Announced
On 9 February 2026 the Registrar sent reminder letters to companies with outstanding annual returns (form HE32) and the financial statements that must accompany them. The September announcement gives those companies until 31 December 2026 to bring their filings up to date. The announcement is clear that once the deadline passes, the strike-off process will resume for companies that still have not complied.
This extension is a grace period: the outstanding filings and the late-filing charges still have to be dealt with.
Who Is Affected
The extension covers Cyprus companies that received the February 2026 letters. In practice these tend to be:
- holding or special-purpose companies whose owners assumed a non-trading company had nothing to file;
- companies whose local administrator or accountant stopped acting and nobody took over the filings;
- founders who relocated and lost track of Cypriot correspondence sent to the registered office.
Every company registered in Cyprus must file an HE32 annual return each year, with audited (or, where available, reviewed) financial statements attached, whether it traded. If you are unsure of your position, the first step is to check your company’s filing history with the Registrar before the December rush.
How Strike-Off Works in Cyprus
Section 327 gives the Registrar a staged procedure for companies it believes are not carrying on business or not meeting their filing obligations:
- A first letter asks whether the company is operating, with one month to reply.
- If there is no response, a second registered letter follows, again with a month to reply.
- A notice is then published in the Official Gazette. Unless cause is shown, the company is struck off at the end of three months.
The Registrar may also act where a company has failed to meet its filing obligations, and directors can apply voluntarily to strike off a company that has ceased business. For the companies covered by the February letters, the realistic risk is the first route: no filings, no response, removal.
What Strike-Off Does to Your Company
A struck-off company is dissolved. Under section 327, all property and rights held by it immediately before dissolution become bona vacantia, meaning they belong to the Republic. Practically, that means:
- Bank accounts are frozen or closed, because the bank’s customer no longer legally exists.
- Contracts and licenses held by the company can fall away, and counterparties may refuse to deal with it.
- Assets such as shares in subsidiaries, property or IP pass to the state.
- Liability survives. The law preserves the liability of directors, officers and members as if the company had not been dissolved. Strike-off is not a cheap way to make debts disappear.
Filing HE32 and Financial Statements Before 31 December
The fix is to file everything that is missing. For each overdue year you will typically need the HE32 annual return, financial statements prepared and audited (or reviewed, where the new small-company option applies), and payment of the filing fee plus any late-filing charge. Since the 2024 amendment of the Companies Law, the late penalty for a Cyprus annual return dated 2021 onwards is a fixed €50 plus €1 per day of delay, capped at €150 per return. That is far cheaper than a restoration.
Practical steps:
- Request your company’s filing history from the Cyprus Registrar and confirm which years are missing.
- Instruct an auditor early: several years of accounts cannot be prepared and audited in the final week of December.
- Reconcile corporate records (directors, secretary, registered office, shareholders) so the returns match the register.
- Keep the Registrar’s submission receipts as evidence that you filed before the deadline.
Our guide to Cyprus company accounting and audit in 2026 explains the new small-company review option, and the Cyprus reporting calendar lists the regular filing dates.
Restoring a Struck-Off Company in Cyprus
If the deadline is missed and the company is removed, there are two ways back.
Administrative restoration by the Registrar
Within 24 months of the strike-off, a director or member can apply to the Registrar for restoration. The conditions are cumulative: the company must have been operating when it was struck off, all outstanding forms, returns and financial statements must be delivered, all fees and penalties must be paid, and the restoration fee must be paid. If the state has already dealt with the company’s property, written consent from a competent representative of the Republic is needed.
Restoration by court order
After the 24-month window, and up to 20 years from the strike-off, restoration requires a court application by the company, a member or a creditor. The court may restore the company if it was operating when struck off or if it is otherwise just to do so, and once the order is lodged with the Registrar (with a €160 fee) the company is treated as if it had never been struck off. The court route means lawyers’ fees and months of delay. It is the expensive option.
FAQ
What is the 31 December 2026 deadline for Cyprus companies?
It is the extended deadline for companies that received the Registrar’s February 2026 reminder letters to file their overdue annual returns (HE32) and financial statements. After it passes, the Registrar continues strike-off under section 327 of the Companies Law.
My Cyprus company never traded. Does it still need to file?
Yes. Every company on the register files an annual return with financial statements each year, whether it traded. A non-trading company is exactly the kind the strike-off procedure targets.
How much is the late-filing penalty for an HE32?
For returns dated 2021 onwards, the penalty is €50 plus €1 per day of delay, capped at €150 per return, on top of the standard filing fee.
Can a struck-off company be restored?
Yes. Within 24 months a director or member can apply to the Registrar once all filings and charges are brought up to date; after that, restoration needs a court order, available for up to 20 years.
Does strike-off end the directors’ liability?
No. The Companies Law keeps the liability of directors, officers and members alive as if the company had not been dissolved.
Conclusion
The 31 December extension is a final window, and a cheap one: a few hundred euros in late-filing charges and the cost of bringing accounts up to date, compared with frozen bank accounts, assets passing to the state and a court application to get the company back. If your Cyprus company received a February letter, or you simply are not sure every annual return has been filed, check now rather than in late December.
Legarithm handles annual returns, overdue accounts and restoration applications for companies across Cyprus. See our Cyprus company services or send us your company name and registration number, and we will check your filing position.
Disclaimer: This article is general information as of October 2026 and is not legal or tax advice. Fees, penalties and procedures can change; confirm your company’s position with the Registrar of Companies or a licensed Cypriot advisor before acting.
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