Every Company incorporated in Cyprus is required by the law to submit to the Registrar of Companies the Annual Return (HE32 form) accompanied by the Financial Statements of the prior year. A certificate which is signed by the directors and the secretary is also attached, to confirm that the Financial Statements are true copies of those that have been presented at the Annual General Meeting (AGM). As a result, the Audited Financial Statements of companies become public documents and are subject to public inspection.

The submission it is done once the Financial Statements have been:
  1. Approved and signed by the Board of Directors
  2. Signed by the Secretary
  3. Audited by an external Auditor (if required) *
  4. Presented at the Annual General Meeting (AGM) for adoption by the shareholders of the company

* SME's are not required by Company Law to prepare audited accounts, hence they can file unaudited financial statements to the Registrar of Companies. On the other hand, tax legislation requires all corporate tax returns (IR4s) to be prepared based on audited financial statements, so eventually all companies prepare audited financial statements unless they are dormant.

The Annual Return should be prepared and submitted to the Registrar of Companies and Official Receiver no later than 28 days from the AGM date. 

More information about the 'reporting date' of the annual return in accordance with the latest amendment in Law 89(I)/2015 can be found in this article.

The Annual Return contains the Company’s Statutory information as at the date of the AGM and includes among other information the following:
  • The Directors' details
  • The Secretary's details
  • The Registered Office
  • The Shareholders' details
  • Any Charges on the Company's Assets

The Registrar of Companies and Official Receiver has announced on 27 May 2014, that failure to submit the Annual Return will result in the deregistration (strike off) of the company from the Register in accordance with article 327 of the Companies Act. (Cap. 113).

Since September 2014, the Registrar is sending notifications to all Companies that have not filed their Annual Returns (HE32).

The strike off procedure in accordance with the legislation is as follows:
  1. The Registrar will send the first notice and the Company will have to comply within 30 days.
  2. If the company will not comply, the Registrar will send a second notice within 14 days and will give an additional extension of 30 days to the Company.
  3. If the Company still does not comply, a notice will be published in the official Gazette of Cyprus notifying the intention to strike off the company from the Registry. If no objections are submitted (eg. Creditors Liquidation) and the Company continues not to comply, within 90 days from the date of publishing in the Gazette, the Registrar will Strike-Off the Company from his Registry.  

Directors are advised to submit the Annual Returns for their Companies up to date and comply with the legislation.

On 17 February 2015 the Registrar has announced that the submission of the Annual Return must be accompanied with all documents mentioned above, otherwise the Registrar will impose further penalties or take legal actions against the directors (depending on the case) in accordance with the Articles 141, 142 and 152 of the Companies Act Cap.113.