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's 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. It's a separate filing 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 is today. 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 financial statements for the previous financial year go with it.

The public register shows whatever the last annual return said. A bank onboarding you, a supplier checking you exist and a counterparty doing due diligence all see that picture. If it's three years out of date, that's the picture they judge you on. Stale filings cause business problems well before any penalty letter arrives.

Every company on the register has to file. There is no exemption for dormant companies. A company that never traded still files every calendar year, with dormant accounts attached.

When is the HE32 due?

Once a year. Each return is made up to the company's annual return date and filed within 28 days of that date. "Made up to" means the return shows the company as it stood on that date. The first return date is the day after 18 months from incorporation run out. Each later return is dated a year after the last one filed, and no two returns may carry a date in the same calendar year. You can push the date back by telling the Registrar in advance, by up to three months and never past the end 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. After that, your return date falls around 11 September every year.

Because the date belongs to your company, there's no national filing season to remind you. That's exactly why founders miss the HE32 far more often than a VAT quarter. Put the return date and the 28-day 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), and only 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 covers the company's identity: owners, officers, address and capital. The corporate income tax return (TD4) goes to the Tax Department and covers 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.

So your accountant filing your tax return doesn't mean your annual return was filed. We often meet founders whose company has been tax-compliant for three years and owes the Registrar three annual returns.

Keep one more separate company filing on the calendar: UBO registration and annual confirmation, the register of the people who ultimately own the company. Filing an HE32 doesn't complete that beneficial ownership check.

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, so treat the two as one job.

The accounts are prepared under IFRS, the international accounting standards, 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. They may swap the audit for a review engagement, a lighter check than a full audit, where net turnover is at most €300,000 and gross assets at most €500,000, both for two consecutive years. The turnover limit rose from €200,000 with effect from 6 February 2026.

An audit runs on the auditor's timetable as much as yours. Books closed and reconciled soon after year-end give the auditor months of room. Books rebuilt 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?

You pay a one-off €50 penalty plus €1 for each day of delay, capped at €150 per return. An overdue return also pays a €20 overdue fee on top of the normal filing fee. So the worst case for a single year is €190.

Older guidance still quotes a €500 cap. Law 18(I)/2024, published in the Gazette on 5 March 2024, replaced that old structure of €1 a day for six months and €2 a day after. The €150 cap applies to returns with a reference date of 2021 onwards. If a quote built on the old figures made catching up look hopeless, redo the sums. Bringing a company's returns up to date usually costs less than the internet suggests.

What scales badly is repetition. The penalty applies per return, so a company three years behind faces three capped penalties plus three overdue fees. There's 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 stops existing as a legal person. It can't sign contracts, can't sue and can't run 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. Bona vacantia means ownerless property.

You can get the company back, at a cost. Within 24 months of strike-off it 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 business damage lands before the legal damage anyway. Banks and counterparties check the register, and a company with years of missing returns fails due 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 as a running cost of a Cyprus company.

The abolition only works forwards. Levies for 2011 to 2023 are still due. If your company existed in those years and went quiet, check its levy history instead of assuming the slate was wiped. The €20 annual return fee is unaffected. For what a Cyprus company costs to run today, see our guide to company formation cost.

Who should actually handle this in your company?

Whoever keeps your statutory records prepares and files the annual return. That's usually the company secretary or your corporate services provider, because they hold the registers it's drawn from. What they can't produce is the finished financial statements. That's the piece founders control, and the one that goes wrong. The bookkeeping waits until year-end, the auditor works from an incomplete picture, and the HE32 waits on both.

That's the part Sumly takes care of. The AI books every document and matches every bank transaction as the year runs, so your auditor starts from books that are already reconciled, with every entry linked to its document. On the tax side, Sumly prepares the VAT, VIES, provisional tax and corporate tax return work from those live books. Provisional tax is the tax paid in advance during the year. A person submits the returns through Tax For All, the Tax Department's online portal: you on Base, Sumly on Plus, and 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're weighing up doing the rest yourself, our guide on whether you need an accountant walks through what each filing involves.

Questions founders actually ask