There are two ways to close a solvent Cyprus company. A dormant company with nothing left in it can apply to be struck off the register on form HE60, for a €20 filing fee. A company that still holds money or assets goes through a members' voluntary liquidation, run by a licensed insolvency practitioner. Both are governed by the Companies Law, Cap. 113, and both take months rather than weeks, mostly because of the tax clearance.
What you cannot do is simply stop filing and wait for the company to disappear. It eventually will, but on terms that suit the Registrar rather than you.
Strike-off or liquidation: which one fits
The test is the balance sheet. Strike-off under section 327 is for companies that have stopped trading, paid everyone and hold nothing. If there is a bank balance, a property, a loan owed to the company or shares in a subsidiary, strike-off is the wrong tool. Section 328 says that when a company is dissolved, all property and rights still vested in it pass to the Republic as bona vacantia. A forgotten €8,000 in a bank account belongs to the state the day the company goes.
Liquidation exists to deal with exactly that. The liquidator collects the assets, pays the creditors and distributes the rest to the shareholders, and only then is the company dissolved.
| Voluntary strike-off | Members' voluntary liquidation | |
|---|---|---|
| Suitable for | Dormant company, nil balance sheet | Solvent company with assets to distribute |
| Who runs it | Directors, usually through the company secretary | Licensed insolvency practitioner |
| Registrar filing fee | €20 (form HE60) | Several filings, each with its own fee |
| Statutory waiting period | 3 months after Gazette notice | 3 months after liquidator's final return |
| Undoing it | Court restoration within 20 years | Much harder once dissolved |
Voluntary strike-off, step by step
The Registrar of Companies will not accept an HE60 from a company that is behind with anything. Its published guidance lists the conditions: obligations to the Tax Department, Social Insurance Services and creditors met, no court injunction against the company, and every statutory filing with the Registrar up to date. That last point means every annual return (HE32) with its financial statements. A company that missed three years of returns has to file all three before it can close.
In practice the order runs like this:
- 1Wind down the business. Collect what is owed, pay suppliers, close the bank account and transfer out anything of value, including domain names and trade marks.
- 2Bring the filings up to date. Outstanding annual returns, and any unpaid annual levy for 2011 to 2023. The €350 levy was abolished from 2024, but the arrears survive it, as our guide to Cyprus company annual obligations explains.
- 3Settle with the Tax Department. File the final corporate tax return (TD4), pay any tax due, and deregister for VAT if the company was registered, filing a final VAT return. If the company had employees, close the employer account with Social Insurance.
- 4File form HE60. It can go in through the Registrar's e-filing system or by hand or post, with the €20 fee.
- 5Wait out the Gazette notice. Once the Registrar is satisfied, it publishes a notice in the Official Gazette stating that the company will be struck off after three months. Anyone with an objection, most often the Tax Department, can raise it in that window.
- 6Dissolution. At the end of the three months the Registrar strikes the company off and publishes a second notice. The company is dissolved on that publication.
If you change your mind before the three months run out, form HE61 withdraws the application, again for €20.
Tax clearance is what takes the time
The Registrar's own steps are quick. The delay is almost always on the tax side. The Tax Department wants every return filed and assessed, and if it has questions about an earlier year it will hold the matter open, or object once the Gazette notice appears. A strike-off that is filed promptly with clean accounts can complete in a few months. One with loose ends from earlier years can drag on far longer.
Cyprus corporation tax is 15% from 1 January 2026, and the final return is computed on the usual basis, so any profit made while winding down is taxed as normal. Our Cyprus corporate tax guide covers the rules.
Members' voluntary liquidation
A members' voluntary liquidation (MVL) is set out in sections 261 to 274 of Cap. 113. It starts with the directors, not the shareholders.
Under section 266 the directors, or a majority of them where there are more than two, make a statutory declaration of solvency. They declare that they have made a full inquiry into the company's affairs and that it will be able to pay its debts in full within a stated period of no more than twelve months. The declaration must include a statement of assets and liabilities, must be made within the five weeks before the winding-up resolution, and must be delivered to the Registrar before that resolution is passed. Get the timing wrong and the liquidation becomes a creditors' voluntary winding up instead, with creditors in charge.
The declaration is not a formality. A director who makes it without reasonable grounds commits an offence carrying up to two years' imprisonment or a fine, and if the debts are not paid within the stated period the law presumes the director had no reasonable grounds until shown otherwise.
The rest follows a fixed sequence:
- 1The shareholders pass a special resolution to wind up voluntarily (section 261), and the winding up starts from that moment.
- 2Notice of the resolution goes in the Gazette within 14 days (section 262).
- 3The shareholders appoint the liquidator (section 268). Since the Insolvency Practitioners Law 64(I)/2015, that must be a licensed insolvency practitioner; a director or the company's accountant cannot take the job without a licence.
- 4The liquidator realises the assets, pays creditors and obtains tax clearance, then distributes what is left to the shareholders.
- 5When everything is done, the liquidator prepares a final account and calls a final general meeting, advertised in the Gazette at least one month ahead (section 273).
- 6Within one week of the meeting the liquidator sends the account and a return to the Registrar. Three months after the Registrar registers that return, the company is deemed dissolved.
The tax treatment of the final distribution depends on who the shareholders are. Cyprus tax-resident individuals who are also domiciled in Cyprus pay special defence contribution on dividends, cut to 5% for dividends paid out of profits earned from 1 January 2026. Profits from earlier years were taxed under the old rules, and how a liquidation payout is classified matters. That is a question for the liquidator and a tax adviser before the money moves, not after. Shareholders outside Cyprus will usually find their own country's tax rules are the bigger consideration; UK residents should ask their adviser how HMRC will treat the payout.
What a struck-off company leaves behind
Dissolution does not wipe the slate clean for the people behind the company. Section 327(5) preserves the liability of every director, managing officer and member as if the company had not been dissolved, and a struck-off company can still be wound up by the court.
It can also come back. Under section 327(7) the company, a member or a creditor can apply to court within 20 years of the strike-off notice to restore it to the register; the Registrar's filing fee for the court order is €160. A creditor who was not paid has an obvious incentive to do so. There is a cheaper administrative route on form HE64, but only within 24 months and only for companies the Registrar struck off itself, for unfiled documents, unpaid fees or because it believed the company was not operating. It does not apply to a company that asked to be struck off.
Letting the Registrar do it for you
Plenty of owners take the passive route: stop filing and let the Registrar strike the company off for non-compliance. Section 327(6) allows that at least six months after a letter requesting the missing documents. It saves the €20 but carries the same downsides with fewer controls: any assets still in the company go to the Republic, the directors' liabilities survive, and the company sits on the record as struck off for default. Anyone who later needs a clean history, for a bank account or a new company, will be explaining it. If you are restructuring rather than closing, a Cyprus holding company may be the better answer than dissolving subsidiaries one by one.
Closing a Cyprus company? Find a corporate and company lawyer in our directory to check the balance sheet, sequence the tax clearance and file the HE60, or to appoint a licensed liquidator where assets remain. Fees and procedures here reflect the position in October 2026; confirm the current rules before you file.