Cyprus Annual Return HE32 for Companies

Step 1 – Prepare the Financial Statements
The company prepares the financial statements for the relevant financial year in accordance with the applicable accounting and reporting requirements. Depending on the circumstances, an audit or statutory review and the relevant report may also be required.

Step 2 – Board Approval and Annual General Meeting
The financial statements are approved by the board of directors and presented to the shareholders at the annual general meeting in accordance with the applicable company-law requirements.

Step 3 – Review the Company’s Registrar Details
Before filing the HE32, the company’s details at the Registrar should be checked. Any required changes to registered office, directors, secretary, share capital or other company particulars should be notified through the relevant filing before the Annual Return is submitted.

Step 4 – Prepare the HE32 Annual Return
The Annual Return is prepared using the company information applicable at the relevant annual return date. For a private company with share capital, form HE32I is submitted electronically.

Step 5 – File the Annual Return and Financial Statements
The Annual Return must be filed with the Registrar of Companies within 28 days from its drafting date. It is accompanied by the financial statements relating to the previous financial year and is certified by a director and the company secretary, together with payment of the applicable filing fee.

For a newly incorporated company, the drafting date of the first Annual Return is the day following the expiry of 18 months from the date of incorporation. The Annual Return must then be filed within 28 days from its drafting date.

For an existing company, the drafting date of the next Annual Return is generally one year after the drafting date of the last filed Annual Return.

Example: if a company was incorporated on 1 February 2023, its first Annual Return drafting date would generally be 2 August 2024, with filing due within 28 days, i.e. by 30 August 2024.

The Registrar of Companies provides an Annual Return Date Calculator that can be used to confirm the applicable annual return date and filing due date.

Failure to file the Annual Return on time may result in late filing fees. Continued failure to submit required Annual Returns and corresponding Financial Statements may also expose the company to compliance action by the Registrar of Companies, including involuntary strike-off proceedings for failure to make statutory filings.

If your company has overdue HE32 filings, it is advisable to review all outstanding years and supporting Financial Statements rather than addressing only the most recent Annual Return.

For Annual Returns with a reference date in 2021 or later, overdue filing is subject to a late filing charge of €50 on the first day of non-compliance, followed by €1 for each day the failure continues, up to a maximum late filing penalty of €150.

In addition, an overdue Annual Return is subject to an additional €20 overdue filing fee. The standard filing fee for the Annual Return is also €20.

The Registrar of Companies provides a Late Filing Penalty Calculator for checking the applicable late filing charge.

The Annual Return must be filed within 28 days from its drafting date. For a new company, the first drafting date is the day following the expiry of 18 months from incorporation. For subsequent Annual Returns, the drafting date is generally one year after the drafting date of the previous Annual Return. The exact date can be checked using the Registrar of Companies Annual Return Date Calculator.

The Annual Return records key company information as at the relevant annual return date, including the registered office, directors and secretary, share capital where applicable, and members. The information should match the company’s record at the Registrar, so changes to company particulars should be filed before the HE32 where necessary.

Yes. The Annual Return is accompanied by the Financial Statements relating to the previous financial year and any applicable accompanying documents. Depending on the company’s circumstances, the Financial Statements may also be subject to an audit or statutory review and accompanied by the relevant report.

Outstanding prior-year Annual Returns should be reviewed and regularised as part of the company’s overall compliance position. The Registrar identifies non-submission of Annual Returns for previous years as one of the common reasons an Annual Return may be rejected during examination.

Yes. Failure to make statutory filings can lead to involuntary strike-off proceedings. Where the Registrar requests an overdue document and the company does not comply, the Registrar may proceed with strike-off in accordance with the Companies Law and publish the relevant notice in the Official Gazette.

Yes. IBCCS TAX can assist with HE32 Annual Return preparation and filing, review of the company’s Registrar details, preparation and coordination of Financial Statements, and regularisation of outstanding accounting and corporate compliance matters.