CyprusLawyers.co.uk

Cyprus company annual obligations: every filing explained

The HE32 annual return, audit or review, the 15% tax return, UBO confirmation and VAT: what a Cyprus company must file each year, and what late costs.

CLCyprusLawyers EditorialUpdated 18 September 20268 min read

A Cyprus private limited company has four recurring duties: file an annual return with financial statements at the Registrar of Companies, file a corporate tax return, keep its beneficial ownership entry current, and pay provisional tax in two instalments. The €350 annual levy that used to sit on top of all that was abolished from 1 January 2024. Nothing else got cheaper, and from 1 January 2026 the corporation tax rate is 15%.

The annual return, and the date everything hangs off

Every company registered under the Companies Law, Cap. 113 files an annual return, form HE32, with the Department of the Registrar of Companies and Intellectual Property. The return is a snapshot of the company: registered office, directors, secretary, shareholders, share capital. It goes in with the financial statements for the preceding year and the auditor's report, or for smaller companies the reviewer's conclusion.

The deadline is not a fixed date in the calendar, which is where most people come unstuck. Each return has a made-up date, and you file within 28 days of it. For a newly incorporated company the first made-up date falls 18 months after incorporation. After that it is one year on from the previous return's made-up date, and you cannot file two returns with made-up dates in the same calendar year. The Registrar publishes an annual return date calculator on companies.gov.cy, which beats guessing.

You can push the date back by up to three months by telling the Registrar before the original date passes, and the extension cannot run past the end of the calendar year. Companies waiting on an auditor use this more often than they admit to.

What filing late actually costs

Under the Companies (Amendment) Law N.18(I)/2024, gazetted on 5 March 2024, a late annual return with a reference date of 2021 or later attracts €50 on the first day of default plus €1 for every day the default continues, capped at €150. Add the €20 late filing fee and the exercise stays under €200 however long you leave it.

That is the small part. Failing to file is also a criminal offence under Cap. 113, carrying fines of up to €42 for the company and its officers, a sum that has not been revisited in some time. The real exposure is section 327. The Registrar runs strike-off campaigns against companies with outstanding returns, and a struck-off company ceases to exist: its assets pass to the Republic as bona vacantia, and getting it back means a court application costing many multiples of the filing you skipped.

The levy is gone, but the arrears are not

The €350 annual levy, introduced in 2011 during the fiscal consolidation years, was abolished with effect from 1 January 2024. The measure was announced on 21 February 2024 and voted through the House of Representatives on 29 February, with refunds for companies that had already paid for that year.

Levies for 2011 to 2023 remain payable, with the old penalties for late payment. If you are reviving a dormant company or buying a shelf company, that history is the first thing to check.

Audit, or the review that replaced it for small companies

Cyprus audits almost everything, but since the June 2022 amendment to Cap. 113 a private company can have a limited assurance review under ISRE 2400 instead of a full statutory audit. The test is turnover below €200,000 and total assets below €500,000, neither threshold exceeded for two consecutive years. For financial years beginning on or after 6 February 2026 the turnover threshold rises to €300,000, with total assets unchanged.

The exemption is narrower than it first looks. It is closed to public companies, public-interest entities, regulated financial institutions and any company that has to prepare consolidated accounts. The review still has to be performed by a statutory auditor licensed in Cyprus, so it saves fees and time rather than removing a professional from the process. Financial statements must be prepared under IFRS as adopted by the EU and laid before members at a general meeting: within 18 months of incorporation for the first set, then at least once in each calendar year.

Tax: 15% from 2026, and two deadlines that moved

The tax reform package passed by the House on 22 December 2025 and published in the Official Gazette on 31 December 2025 raised corporation tax from 12.5% to 15% for tax years from 2026, in line with the OECD global minimum. The same package added an incorporation test to corporate tax residency, so a company incorporated in Cyprus is now Cyprus tax resident regardless of where it is managed. Our corporate tax guide covers the rate, the IP Box and the reliefs in more detail.

Two filing dates changed with it. The corporate income tax return, form TD4, used to be due on 31 March of the second year after the tax year. From tax year 2026 it is due on 31 January of the second year, and the balancing payment moves to the same date instead of 1 August. The transitional years were pushed back by decrees issued on 28 November 2025: the 2023 return to 31 March 2026, and the 2024 return to 30 November 2026.

Provisional tax works on your own estimate of the year's taxable profit, paid in two equal instalments on 31 July and 31 December. You can revise the estimate in either direction up to 31 December. Get it badly wrong and it is expensive: if your declared provisional income comes in below 75% of the taxable income finally assessed, an additional 10% is charged on the difference between the tax due and the tax paid. Most accountants revise upwards in December for exactly this reason.

Penalties for late filing of the corporate tax return were increased from 1 January 2026 by amendments to the Assessment and Collection of Taxes Law. The amounts are tiered by size of entity, so confirm the current figure with the Tax Department rather than working from an older tax calendar.

The UBO register: three dates, a €5,000 ceiling

Beneficial ownership filings sit with the same Registrar but run on their own clock. A new company files its beneficial owners within 90 days of incorporation. Any change is reported within 45 days. On top of that there is an annual confirmation, due between 1 October and 31 December each year, and it has to be filed even when nothing has changed.

Since 1 February 2025 the penalty is €100 on the first day of non-compliance plus €50 for each day it continues, capped at €5,000. The company pays, and directors are jointly and severally liable unless they can show they exercised due diligence and the breach was not down to their act, omission or neglect. Nobody sends a reminder. Public access to the register has been suspended since January 2023, following the Court of Justice of the European Union ruling on public UBO registers, but the filing duty is unaffected.

VAT, VIES and payroll

Registration for VAT is compulsory once taxable turnover passes €15,600 in any 12-month period, and voluntary below it. Returns are quarterly, due with payment by the 10th day of the second month after the quarter ends, and a late return costs €100 whether or not any VAT was due. Businesses making intra-EU supplies also file a monthly VIES statement by the 15th of the following month, at €50 a time if it slips. Our guide to VAT in Cyprus covers the rates and the 5% first-home relief.

If the company has employees, including working directors, contributions are due monthly. For 2026, social insurance is 8.8% from the employee and 8.8% from the employer on insurable earnings capped at €68,904, with General Healthcare System contributions of 2.65% and 2.9% on a higher ceiling, and employer-only payments to the redundancy, training and social cohesion funds on top. The detail sits in our guide to Cyprus social insurance.

The year at a glance

WhenWhat is due
28 days after the made-up dateHE32 annual return with financial statements
10th of the second month after each quarterVAT return and payment
15th of each monthVIES statement, if you make intra-EU supplies
End of each monthPayroll withholding, social insurance and GHS
31 JulyFirst provisional tax instalment
1 October to 31 DecemberUBO annual confirmation
31 DecemberSecond provisional instalment, last day to revise the estimate
31 January of the second yearCorporate tax return and balancing payment, from tax year 2026

None of this is hard. It is simply relentless, and it is the reason a Cyprus company costs money to keep alive even when it trades nothing. Budget for an accountant, an auditor or reviewer, and a registered office each year before you decide whether the structure earns its keep. If you are still at the planning stage, read our guide to setting up a company in Cyprus first.

Running or planning a Cyprus company? A corporate and company lawyer from our directory can take the filing calendar off your desk and tell you whether the structure still makes sense at 15%. Rates, thresholds and deadlines here are the position as at September 2026; confirm the current figures before you rely on them.

General information, not legal advice

This guide explains Cyprus law in general terms and was last reviewed on 18 September 2026. Laws, rates and thresholds change. Always confirm the current position with a qualified Cyprus advocate before acting. Find a corporate & company lawyer →

#companylaw#compliance#annualreturn#corporatetax

Keep reading

All publications