The HE32 annual return in Cyprus: deadline, fee, penalties and strike-off risk

Every Cyprus limited company files an HE32 annual return with the Registrar of Companies once a year, with the previous year's financial statements attached. It is due within 28 days of the company's annual return date, the filing fee is €20, and filing late costs up to €150 per return in penalties. This filing is entirely separate from the corporate tax return, and a company that keeps ignoring it can be struck off the register.

What is the HE32 annual return?

The HE32 is the form a Cyprus company uses to tell the Registrar of Companies who it currently is. It restates the registered office, the directors and secretary, the shareholders and their holdings, and the share capital, all as they stood on the return's reference date. The previous financial year's financial statements are attached.

The public register shows whatever the last annual return said. A bank onboarding you, a supplier checking you exist and a counterparty doing diligence all see that picture, and if it is three years stale, that is the picture they judge you on. Stale filings cause commercial problems well before any penalty letter arrives.

The obligation applies to every company on the register. There is no exemption for dormant companies: a company that never traded still files, with dormant accounts attached, every calendar year.

When is the HE32 due?

Once a year, the return is made up to the company's annual return date and filed within 28 days of that date. The first return's date falls the day after 18 months from incorporation expire, and each later return is dated a year on from the last one filed, with the rule that no two returns may carry a date in the same calendar year. The date can be pushed back by prior notice to the Registrar, by up to three months and never past the last day of the calendar year.

Say your company was incorporated on 10 March 2025. Eighteen months run out on 10 September 2026, so your first annual return is made up to 11 September 2026 and must reach the Registrar by 9 October 2026. From then on, your return date sits around 11 September every year.

Because the date is specific to your company, there is no national filing season and no seasonal noise to remind you. Founders miss the HE32 far more often than they miss VAT quarters for exactly this reason. Put the return date and the 28-day filing deadline in your calendar the day the company is incorporated.

The filing fee is €20, with an optional €20 for accelerated processing. Private companies with share capital file form HE32(I) exclusively through the Registrar's e-filing system.

Is the HE32 the same as your tax return?

No. The annual return goes to the Registrar of Companies and is about corporate identity: ownership, officers, address, capital. The corporate income tax return (TD4) goes to the Tax Department and is about money. From tax year 2026 the TD4 is due by 31 January of the second year after the tax year, so the 2026 return is due 31 January 2028, while the 2025 return keeps its 31 March 2027 deadline. The 2026 reform moved that date along with much else, and our guide to the Cyprus tax reform covers the rest.

Your accountant filing your tax return therefore does not mean your annual return was filed. We regularly meet founders whose company has been tax-compliant for three years and owes the Registrar three annual returns.

Which financial statements go with it?

The financial statements for the previous financial year, certified by a director and the company secretary; the first set is due no later than 18 months after incorporation, then at least once every calendar year with the annual return. No finished accounts means no annual return, which is why the two obligations are really one workstream.

The accounts themselves are prepared under IFRS, and every Cyprus company must submit them for audit by a statutory auditor licensed under the Auditors Law. The one relief is for the smallest private companies, which may substitute a review engagement for the audit where net turnover is at most €300,000 and gross assets at most €500,000, both for two consecutive years, the turnover limit having been raised from €200,000 with effect from 6 February 2026.

An audit runs on the auditor's timetable as much as yours. Books that are closed and reconciled soon after year-end give the auditor months of room. Books reconstructed in the week before the return date give them none, and the HE32 waits on the result.

What happens if you file the HE32 late?

Late filing triggers a one-off €50 penalty plus €1 for each day of delay, capped at €150 per return, and an overdue return also pays a €20 overdue fee on top of the normal filing fee. The worst case for a single year is therefore €190.

Older guidance still quotes a €500 cap. That structure, €1 a day for six months and €2 a day after, was replaced by Law 18(I)/2024, gazetted on 5 March 2024, and the €150 cap applies to returns with a reference date of 2021 onwards. If a quote using the old figures made catching up look hopeless, redo the arithmetic. Bringing a company's returns up to date is usually cheaper than the internet suggests.

What does scale badly is repetition. The penalty applies per return, so a company three years behind faces three capped penalties plus three overdue fees, and there is no discount for clearing them all at once.

Can a company be struck off for not filing?

Yes. Persistent non-filing can lead to prosecution of the company and its officers, and it gives the Registrar grounds to strike the company off the register. A struck-off company ceases to exist as a legal person: it cannot contract, cannot sue, cannot operate a bank account, and its assets and rights pass to the Republic as bona vacantia, while the liability of directors, officers and members continues as if the company had never been dissolved.

Recovery exists but is expensive. Within 24 months of strike-off the company can apply for administrative restoration on form HE64 for €20, filing every overdue document and paying every outstanding fee and fine; after that, restoration needs a court order, available for up to 20 years. The commercial damage lands sooner than the legal damage in any case: banks and counterparties check the register, and a company with years of missing returns fails diligence long before the Registrar acts.

Do you still pay the annual company levy?

No. The €350 annual levy was abolished from 2024 by Law 25(I)/2024, and levies paid for 2024 were refunded. Plenty of older guidance still lists it among a Cyprus company's running costs.

Abolition works forwards only. Levies for 2011 through 2023 remain due, so a company that existed in those years and went quiet should check its levy history rather than assume the slate cleared itself. The €20 annual return fee is unaffected. For the full picture of what a Cyprus company costs to run today, see our guide to company formation cost.

Who should actually handle this in your company?

Whoever maintains your statutory records prepares and files the annual return, usually the company secretary or your corporate services provider, because they hold the registers it is drawn from. The piece they cannot produce is the finished financial statements, and that piece is the one founders control and the one that goes wrong: bookkeeping left until year-end, an auditor working from an incomplete picture, and an HE32 waiting on both.

That is the part Sumly takes care of. The AI books every document and matches every bank transaction as the year runs, so the books your auditor starts from are already reconciled, with every entry linked to its document. On the tax side Sumly prepares the VAT, VIES, provisional tax and corporate return work from those live books, and a person submits through Tax For All: you on Base, your Sumly certified bookkeeper on Premium. The HE32 itself is a Registrar filing and stays with whoever keeps your statutory records, but the financial statements it depends on stop being a scramble. Your auditor can get their own Sumly login, and you can order the audit in the dashboard. If you are weighing up doing the rest yourself, our guide on whether you need an accountant walks through what each filing involves.

Questions founders actually ask

Frequently asked

Is the HE32 the same thing as my company's tax return?

No. The HE32 is a company-law filing to the Registrar of Companies that restates who owns and runs the company, and it carries the previous year's financial statements. The corporate income tax return (TD4) goes to the Tax Department and reports taxable profit. They have separate deadlines and separate penalties, and filing one does nothing for the other.

Does a dormant company still have to file an HE32?

Yes. There is no dormancy exemption in Cyprus company law. A company that invoiced nobody all year still files its annual return with financial statements attached, and it faces the same late penalties if it misses the date. Companies that stopped trading and assumed the filings stopped too are where most involuntary strike-offs begin.

What is the penalty for filing the HE32 late?

A one-off €50, plus €1 for each further day of delay, capped at €150 per return, plus a €20 overdue filing fee on top of the normal €20. So the worst case is €190 for one year. Law 18(I)/2024 replaced the old €500 cap, and the €150 cap applies to returns with a reference date of 2021 onwards. The penalty is per return, so three missed years means three penalties.

Do I still pay the annual company levy?

No. The €350 annual levy was abolished from 2024 by Law 25(I)/2024, and payments made for 2024 were refunded. Levies for 2011 through 2023 remain due, so a company that existed in those years and never paid can still be chased for them. The €20 HE32 filing fee is separate and still applies every year.

Can my company really be struck off for not filing annual returns?

Yes. Persistent non-filing can lead to prosecution of the company and its officers and to involuntary strike-off. A struck-off company stops existing as a legal person and its assets pass to the Republic as bona vacantia. Restoration is possible, administratively within 24 months of strike-off using form HE64, or through the courts for up to 20 years, but either route costs far more than the filings would have.

Who normally prepares and files the HE32?

The company secretary or the corporate services provider that maintains your statutory records, because the return is drawn from the registers of members, directors and registered office they already keep. Private companies with share capital file form HE32(I) exclusively through the Registrar's e-filing system. What the filer needs from you is the finished financial statements for the year being reported.