Cyprus Companies at Risk of Strike-Off: 31 December 2026 Deadline for Overdue HE32 Annual Returns

Cyprus companies with overdue Annual Returns (HE32) and corresponding Financial Statements should review their filing position now. The Department of Registrar of Companies and Intellectual Property has granted an extension until 31 December 2026 following reminder letters sent to companies on 9 February 2026 regarding outstanding statutory filings.

The Registrar has also made clear that, once the extension expires, the strike-off process will continue for companies that remain non-compliant under section 327 of the Companies Law, Cap. 113. This does not mean that every affected company will automatically be dissolved on 1 January 2027. It does mean that companies with unresolved filing deficiencies should not treat the extension as an open-ended grace period.

For company owners, directors and international groups with Cyprus entities, the practical priority is to identify any outstanding Annual Returns and Financial Statements, determine what remains to be prepared or filed, and regularise the company before the end of the year.

What Has the Cyprus Registrar Announced?

On 4 September 2026, the Department of Registrar of Companies and Intellectual Property announced an extension for the submission of outstanding Annual Returns and the corresponding Financial Statements until 31 December 2026. The announcement followed reminder letters sent to companies on 9 February 2026 concerning overdue filings.

The announcement is therefore best understood as a final compliance window for companies already identified as having outstanding statutory filings. The Registrar expressly states that, after 31 December 2026, if the companies concerned have not complied, the strike-off process will continue in accordance with section 327 of the Companies Law, Cap. 113.

Important:

31 December 2026 is the deadline to regularise the outstanding filings covered by this compliance exercise. It should not be presented as the standard Annual Return filing deadline for every Cyprus company.

Who Should Treat the 31 December 2026 Deadline as Urgent?

The warning is particularly relevant to Cyprus companies that received a reminder letter from the Registrar in February 2026 concerning overdue Annual Returns and corresponding Financial Statements. It is also relevant to directors, shareholders and advisers who know that historic filings remain incomplete or who are unsure whether all statutory filings have been brought up to date.

A company should not assume that no action is required simply because it continues to appear on the register or continues normal commercial activity. Where there is uncertainty, the first step should be to check the company’s current filing history and identify any missing Annual Returns or Financial Statements.

IBCCS TAX can assist with a Registrar of Companies search and a broader review of the company’s compliance position before corrective filings are prepared.

What Is the Cyprus Annual Return (HE32)?

The Annual Return, commonly referred to as form HE32, is a recurring statutory filing for Cyprus companies. It records key corporate information and forms part of the company’s ongoing reporting obligations to the Registrar of Companies. Depending on the company and the relevant reporting period, the Annual Return is accompanied by the required Financial Statements and related documents.

The purpose is not simply administrative. Annual filings keep the public corporate record current and demonstrate that the company is meeting its statutory reporting obligations. Missing Annual Returns can therefore create both financial penalties and wider company-law consequences.

For businesses that need ongoing support, IBCCS TAX provides accounting and compliance services in Cyprus, including Annual Return support, bookkeeping, Financial Statements and coordination of the annual reporting process.

What Happens If a Company Does Not Comply by 31 December 2026?

The Registrar’s September announcement is explicit: where the affected companies do not comply by the end of the extension, the process for striking them off the register will continue under section 327 of the Companies Law, Cap. 113.

The key point is that 31 December 2026 should not be interpreted as an automatic dissolution date. Strike-off is a formal Registrar process. However, a company that remains non-compliant after the deadline loses the protection of the extension and remains exposed to continuation of that process.

The Registrar’s published guidance on involuntary strike-off explains that where a company fails to file a document required under the Companies Law, the Registrar may request the overdue filing and may proceed to strike the company off the register if the request is not complied with. The relevant act is published in the Official Gazette and the company’s status on the register is updated.

Why Strike-Off Is More Than an Administrative Issue

Involuntary strike-off has significant legal consequences. According to the Registrar’s guidance, once a company is struck off it is dissolved. Its assets and rights, subject to limited exceptions, may be treated as bona vacantia and belong to the Republic of Cyprus. The liability of directors, officers or members does not automatically disappear merely because the company has been struck off.

Restoration may be possible in certain circumstances, but relying on restoration after dissolution is materially different from keeping the company compliant in the first place. Businesses with active bank accounts, contracts, receivables, property, intellectual property or group-company functions should therefore treat unresolved strike-off risk as a substantive corporate issue rather than a routine filing matter.

What Are the Current Late Filing Charges for HE32?

Late filing can also result in financial charges. Under the Companies (Amendment) Law 2024, for Annual Returns with a reference date from 2021 onwards, the overdue filing charge is €50 on the first day of non-compliance plus €1 for each additional day the failure continues, subject to a maximum late-filing charge of €150.

The Registrar also states that an additional €20 fee is imposed in the event of an overdue Annual Return filing, on top of the standard Annual Return filing fee. The exact amount payable will depend on the filing and timing, and the Registrar provides a late-filing penalty calculator for this purpose.

Practical point:

The extension to 31 December 2026 does not cancel the underlying filing obligations or the applicable late-filing charges. Its purpose is to provide additional time to regularise the outstanding filings before the strike-off process continues.

What Should You Do If Your Cyprus Company Has Outstanding Filings?

Where a company may be affected, the most effective approach is to review the full compliance chain rather than attempting to file an HE32 in isolation. In practice, an overdue Annual Return may be connected with incomplete bookkeeping, Financial Statements that have not yet been prepared, an outstanding audit or inconsistencies in the corporate record.

1. Check the company’s current status and filing history with the Registrar of Companies.
2. Identify which Annual Returns and Financial Statements remain outstanding.
3. Confirm whether the underlying bookkeeping and accounting records are complete for the relevant periods.
4. Prepare any outstanding Financial Statements and coordinate the required audit or review process, where applicable.
5. Prepare and submit the outstanding HE32 Annual Returns and accompanying documents.
6. Review other corporate compliance items to ensure that correcting the HE32 position does not leave separate statutory obligations unresolved.

Companies with several years of outstanding filings should start early. Financial Statements and related corporate documentation may need to be reconstructed or brought up to date before the final Registrar submissions can be completed.

Do Not Confuse the HE32 Extension with the 2026 UBO Confirmation

There is an additional reason why 31 December 2026 may appear repeatedly in Cyprus corporate compliance communications. The annual confirmation period for the Beneficial Ownership Register for 2026 runs from 1 October to 31 December 2026.

This is a separate obligation. Completing the UBO annual confirmation does not regularise overdue HE32 Annual Returns or Financial Statements, and filing an HE32 does not replace the UBO confirmation requirement. A Cyprus company may therefore need to address both compliance streams before year-end.

For details on the separate beneficial ownership requirement, see our guide: Cyprus UBO Register 2026: Annual Confirmation Deadline, Requirements & Penalties.

How IBCCS TAX Can Help

Resolving overdue Annual Returns often requires coordination across accounting, financial reporting and corporate administration. IBCCS TAX provides an integrated service for Cyprus companies, allowing the outstanding position to be reviewed and corrected without treating each filing as a separate issue.

Depending on the company’s position, our Cyprus team can assist with:

• Review of the company’s Registrar filing history and current compliance position
• Accounting and bookkeeping support for outstanding periods
• Preparation of Financial Statements for Cyprus companies
• Coordination of the audit of Financial Statements, where applicable
• Annual Return preparation and filing
• Corporate administration and ongoing statutory compliance

 

For international shareholders and groups, we can also coordinate the Cyprus company’s ongoing accounting and corporate requirements as part of a broader cross-border structure, helping reduce the risk of future compliance gaps.

Received a Registrar reminder or unsure whether your Cyprus company is fully compliant?

Do not leave the review until the final weeks of December. IBCCS TAX can assess the outstanding position, identify the filings required and coordinate the accounting, Financial Statements and corporate submissions needed to bring the company up to date before the 31 December 2026 extension expires.

Frequently Asked Questions – Cyprus company strike-off 2026

1. Is 31 December 2026 the HE32 deadline for every Cyprus company?

No. The Registrar’s September 2026 announcement concerns an extension for outstanding Annual Returns and corresponding Financial Statements following reminder letters issued on 9 February 2026. Normal Annual Return obligations continue to apply according to each company’s statutory filing position.

2. Will a company automatically be struck off on 1 January 2027?

The Registrar has not stated that affected companies will automatically be dissolved on 1 January. It has stated that, after 31 December 2026, the strike-off process will continue for companies that remain non-compliant. Strike-off is a formal Registrar process under the Companies Law.

3. Can a Cyprus company be struck off for missing statutory filings?

Yes. The Registrar’s guidance on involuntary strike-off provides for strike-off where a company fails to make documents required under the Companies Law available to the Registrar and does not comply with the Registrar’s request for the overdue filing.

4. Does filing the UBO annual confirmation solve an HE32 problem?

No. The UBO confirmation and Annual Return/Financial Statement obligations are separate. A company may need to complete both before 31 December 2026.

5. What if several years of Annual Returns or Financial Statements are outstanding?

The full filing history should be reviewed first. Older gaps may require bookkeeping to be completed, Financial Statements to be prepared and audit work to be coordinated before the Annual Returns can be finalised and submitted.

6. Can IBCCS TAX review whether my company is affected?

Yes. IBCCS TAX can review the company’s Registrar position and coordinate the accounting, Financial Statements, audit support and corporate filings required to regularise the company, depending on the specific facts and outstanding periods.

Disclaimer: This publication is provided for general information purposes only and does not constitute legal, tax, accounting or other professional advice. The appropriate action depends on the specific facts and filing history of each company.