Annual Return (Form HE32) in Cyprus | Filing Guide

Understanding the Annual Return (Form HE32) in CyprusCopy link to section

The Cyprus Annual Return (Form HE32) is a yearly statutory filing that every registered company must submit to the Registrar of Companies, setting out its core corporate particulars and accompanied by audited financial statements. The obligation applies in full to Cyprus, with no exemption for foreign-owned, dormant, or inactive entities, and it rests on the Companies Law, Cap. 113, administered by the Department of Registrar of Companies and Intellectual Property (DRCIP). You can verify the official forms and fees on the Registrar's site.

This article explains who must file, what the form contains, when it is due, how to submit it, and what happens if you miss the deadline. It is written for non-resident owners and their advisers responsible for keeping a Cyprus company in good standing from abroad.

What the Annual Return (Form HE32) Is and Its Legal Basis Under Cap. 113Copy link to section

Form HE32 is the company's official annual snapshot, recording its share capital, directors, secretary, registered office, shareholders, and issued shares as they stand on the annual return date. Once filed, the information enters the public company register, making the return a standard transparency measure rather than a tax document.

The filing duty comes from Companies Law, Cap. 113, with the relevant provisions covering the obligation itself, the deadline, the prescribed content, and the certification requirement. The detailed content of the form follows Schedule 6 of that law.

Two later measures matter for foreign owners. Law N.149(I)/2018, effective 18 December 2018, tightened the strike-off and restoration rules, while the Companies (Amendment) Law 2024, N.18(I)/2024, effective 5 March 2024, introduced the current penalty cap.

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Which Companies Must File the Annual Return in CyprusCopy link to section

Every registered company carries this obligation. Private limited companies, the form most foreign investors use, must file Form HE32 together with financial statements each year, and the same applies to companies limited by guarantee.

The filing format differs by company type:

• Private companies with share capital file Form HE32(I), online only.
• Public limited companies file Form HE32Δ, by hand or post only.
• Companies without share capital file Form HE32ΧΚ, by hand or post only.

Dormant companies, meaning those with no activity and no assets, are not excused. They must still lodge the Annual Return and audited accounts every year, a point that catches out owners who assume an idle entity has nothing to do.

There are no general exemptions for an active registered company. Only an entity that has been formally dissolved or struck off the register stops filing. Overseas company branches registered locally fall within the same regime, and newly formed companies are relieved from submitting financial statements during their incorporation year and the following year under certain conditions.

Information and Documents Contained in Form HE32Copy link to section

The return reports the company's general particulars as at its annual return date and must travel with the audited accounts for the previous year. In practice you are confirming, or updating, what the Registrar already holds on file.

The form discloses:

• Full names, addresses, nationalities, and other directorships of each officer.
• Details of every shareholder, the number and class of shares held, and any transfers during the period.
• Authorised and issued share capital, with the par value per class.
• The address of the registered office.

It must also include copies of all documents laid before each general meeting held since the previous return.

The accompanying financial statements comprise a balance sheet, profit and loss account, auditors' report, and management report, prepared under IFRS. A director and the company secretary certify the return, and the filing fee is paid at the same time.

One procedural trap is worth flagging. The particulars in the return must match the company's file at the Registrar, so any change in directors, shareholders, or registered office should be notified on the relevant form before the Annual Return goes in.

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The Annual Return Date, Filing Deadline, and FrequencyCopy link to section

The timing here is company-specific rather than tied to the calendar year, which is the detail most non-resident owners get wrong. Each company has its own annual return date, anchored to its incorporation anniversary or the drafting date of its previous return.

The mechanics work as follows:

• A new company has 18 months from incorporation to file its first Annual Return and financial statements.
• After that, the return is prepared once every year, within 12 months of the previous one.
• Once drafted, the return must be filed with the Registrar within 28 days.

The company must also hold an Annual General Meeting each year, with no more than 15 months between successive meetings; the first AGM may be held within 18 months of incorporation.

The Registrar publishes an annual return date calculator on its website at companies.gov.cy, which removes most of the guesswork for owners managing the cycle remotely.

Requesting a Three-Month Extension to the Filing DeadlineCopy link to section

If your audited accounts are running late, the annual return date can be pushed back by up to three months. The request goes to the Registrar and must reach it before the original deadline passes, because an extension cannot be granted after the fact.

One hard limit caps this relief: the extended date cannot fall beyond 31 December of that year. A company with a return date late in the year therefore gets a shorter effective extension, or none at all.

No dedicated extension form name is published; confirm the current procedure with the DRCIP or through the e-filing portal. Note also that the extension only shifts the date forward. It does not waive the duty to file or to pay the fees.

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How and Where to File the Annual Return with the DRCIPCopy link to section

For the company type most foreign owners hold, a private company with share capital, filing is online only. The Annual Return on Form HE32(I), for the year 2014 onwards, can be submitted solely through the Registrar's e-filing system. Public companies and companies without share capital, by contrast, can only file their returns by hand or post.

To file electronically, the practical steps are:

1. Register for the government e-filing system and obtain access from the DRCIP.
2. Log in to the Registrar's e-filing portal.
3. Complete Form HE32 with the company's updated particulars.
4. Upload the signed audited financial statements as a PDF.
5. Pay the filing fee electronically through the system.

The e-filing portal sits at efiling.drcor.mcit.gov.cy (the legacy DRCOR address remains active), and the main departmental site is companies.gov.cy. Filings and accounts are accepted in Greek or English, which spares non-resident owners a translation step.

The local register is connected to the EU's Business Registers Interconnection System through the European e-Justice Portal, so basic company data filed in the return becomes accessible across member states.

Government Fees for Filing the Annual ReturnCopy link to section

A timely Annual Return carries a modest fee of €20. The charge is the same regardless of company size, and it is paid as part of the electronic submission for online filings.

Late filing changes the picture. An overdue return attracts an additional €20 surcharge on top of the late penalty, so the form fee and the surcharge sit separately from, and on top of, the penalty cap described in the next section.

Online filers pay through the portal's JCC payment system; paper forms are settled at DRCIP offices, where accepted counter payment methods should be confirmed directly. Separately, stamp duty no longer applies to documents submitted to the Registrar, effective 1 January 2026.

Penalties for Late Filing or Non-FilingCopy link to section

The penalty regime was reformed by the Companies (Amendment) Law 2024, published on 5 March 2024. For returns with a reference date of 2021 onwards, late filing draws a fee of up to €50 on the first day of non-compliance, plus €1 for each further day, subject to a maximum of €150.

Add the €20 form fee and the €20 surcharge, and the worst-case total on a single late 2021-onwards return is €190. Returns up to and including 2020 follow the older rule of a one-off €40 charge per year.

The daily accrual is €1, confirmed by the DRCIP; the older €2-per-day escalation cited in pre-2024 material was superseded by the cap. Anyone who paid more than €150 on a 2023 late return on or after 5 March 2024 may reclaim the excess, refunded directly to the payment card for online JCC transactions.

Beyond the civil charges, failure to file is a criminal offence. On conviction, the company and every officer responsible faces a fine not exceeding €42, and the Registrar publishes a late filing penalty calculator at companies.gov.cy/en/knowledgebase/late-filing-penalty-calculator.

Strike-Off and Dissolution as the Ultimate Consequence of DefaultCopy link to section

Persistent non-filing carries a graver result than fines. Under Cap. 113, the Registrar may strike a company off the register where it fails to file its Annual Returns with the required accounts, with the power exercisable at least six months after the Registrar publishes its request for the missing documents.

The process moves in defined steps:

1. The Registrar sends an initial letter to the registered office; the company has one month to respond.
2. If no reply comes, a second letter follows by registered mail within 14 days.
3. With no response after a further month, the Registrar proceeds and publishes notice in the Cyprus Official Gazette.
4. A three-month notice period runs, during which the company, its members, or creditors may object by showing the entity is active or compliant.

Strike-off does not erase exposure. Officers' liability continues and can be enforced as if the company had not been dissolved, and the court retains power to wind up a struck-off entity.

Two restoration routes exist. Administrative restoration uses Form HE64 and is available only within 24 months of strike-off, with all overdue filings lodged and all outstanding fees and fines paid. Court-ordered restoration runs on a far longer clock, allowing a member, creditor, or the company to petition within 20 years of the Gazette notice; once granted, the company is treated as if it had never been removed.

Recent Legislative Changes Affecting the Annual ReturnCopy link to section

The most consequential reform for foreign owners is the 2024 penalty cap. The Companies (Amendment) Law 2024 made the €150 ceiling permanent for returns dated 2021 and onwards, building on a temporary 2022 measure that had cut the maximum from €500 to €150 for the 2021 and 2022 years.

That law also created the refund right for overpaid 2023 penalties paid from 5 March 2024 onwards. For online payments, the excess above €150 is returned to the card used.

Three further developments are worth tracking:

• Strike-off and restoration (2018). Law N.149(I)/2018, effective 18 December 2018, gave the Registrar power to strike off on directors' application and added the 24-month administrative restoration route.
• Audit relief (2022). The limited-assurance review option for small companies has applied since 2022.
• Stamp duty abolition (2026). Following repeal of the Stamp Duties Laws by Law No. 239(I)/2025, documents filed with the Registrar no longer require stamp duty, effective 1 January 2026.

ConclusionCopy link to section

Keeping a Cyprus company compliant turns less on the size of the fees, which are small, than on the discipline of the cycle. The annual return date is company-specific, the 28-day filing window is tight, and the real risk is not the €150 penalty but a missed warning letter leading to strike-off while officers stay personally liable.

The practical move is to map your company's exact return date and AGM cadence now, then make sure the registered office is actively monitored so nothing from the Registrar goes unanswered.

How Expanship Can Help Your Business in CyprusCopy link to section

Expanship manages the Annual Return (Form HE32) cycle for foreign-owned companies end to end, tracking each entity's return date, coordinating the audit, preparing and certifying the form, and filing it through the DRCIP e-filing system, while also covering the wider compliance obligations a non-resident owner carries.

• Company formation and registration with the Registrar
• Registered agent and registered office services
• Ongoing compliance monitoring and filing management
• Accounting, bookkeeping, and audit coordination
• Economic-substance and beneficial-ownership support
• Introductions to banking partners

To discuss keeping your company in good standing, contact Expanship Cyprus.

Frequently Asked QuestionsCopy link to section