How to close a Cyprus company: strike-off, liquidation and what has to be clean first

There are two ways to end a Cyprus limited company. A company that has stopped trading, holds no assets and owes nobody can be struck off the register on the directors' application, using form HE60 and a €20 fee. A company that still has assets to distribute or creditors to settle goes through a voluntary liquidation run by an appointed liquidator. On either route, the Registrar of Companies and the Tax Department expect every annual return, set of financial statements and tax return to be in before the company disappears, which is why the slow part of closing is almost never the application and almost always the backlog behind it.

Strike-off or liquidation: which route applies?

What is still inside the company decides the route. If the directors can reduce the balance sheet to zero themselves, with debts paid, assets distributed and the bank account closed, strike-off is available. If assets, disputes, guarantees or group balances need an independent hand, the company is liquidated.

Voluntary strike-off runs under section 327 of the Companies Law. The directors file form HE60 with a €20 fee, having settled the company's obligations to the Tax Department, the Social Insurance Services and its creditors. The Registrar publishes notice in the Gazette, and if no objection arrives within three months the company is struck off. An application can be withdrawn on form HE61 before those three months expire. No liquidator is appointed, because the application declares there is nothing left to realise.

Voluntary liquidation is a formal winding-up. For a solvent company it is a members' voluntary liquidation: the shareholders resolve to wind the company up and a licensed insolvency practitioner collects the assets, settles every creditor, distributes the surplus and files the closing returns, after which the strike-off is gazetted. A company that cannot pay its debts goes through the creditors' version of the same machinery, with the creditors controlling the appointment. One legacy detail catches people: the Registrar will not accept liquidation documents until the old annual levy is paid for all pending years, meaning levy years 2011 to 2023, since the levy itself was abolished from 2024. Liquidation is the slower and costlier route because the liquidator's work is paid for, which is exactly why founders keep companies simple enough to strike off.

What has to be filed and settled before you apply?

Everything the company owes the Registrar and the Tax Department, in paperwork and in money. Both treat a closure application as a prompt to check the file.

On the Registrar's side, the HE32 annual return is filed once a year within 28 days of its made-up date, with the previous year's financial statements attached, and every year of the company's life needs one. The late penalty is €50 plus €1 per day, capped at €150 per return, which sounds mild until you remember that each return needs financial statements behind it and each set of statements needs a sign-off. Every Cyprus company prepares IFRS financial statements audited by a statutory auditor, and since 6 February 2026 a small private company may substitute a review engagement if net turnover stays at or under €300,000 and gross assets at or under €500,000 for two consecutive years. A company three years behind on its HE32s is three sets of accounts and three audits or reviews behind, not three forms. The HE32 guide covers the mechanics and Cyprus audit requirements covers who signs the accounts off.

On the tax side, the corporate return is owed for every year up to and including the final one, nil years included, and a return to the date of cessation is usually needed too. The TY2025 return is due 31 March 2027, and from tax year 2026 the deadline moves so that the return and the self-assessed tax are both due by 31 January of the second year after the tax year. Any provisional-tax balance, surcharge or interest gets settled. A VAT-registered company cancels its registration and files its final VAT return through Tax For All. Only when all of that is done can the Tax Department confirm the company has no open position, which is the confirmation the Registrar's HE60 conditions point to and the one any liquidator or bank will ask for.

If the company ever employed anyone, the Social Insurance and GeSY employer registrations are closed after the final contributions are declared and paid. The registered office, secretary and any licences stay in place until the company is actually removed. They are the last things to switch off.

What do you do with the assets, the debts and the bank account?

You empty the company deliberately, in the right order, with a paper trail, and only then ask for it to be removed.

The working order is straightforward. Collect what customers owe the company. Pay every creditor, including the auditor's final fee and any loan due back to a director. Sell, transfer or write off the remaining assets: equipment, domains, intellectual property, supplier deposits. Distribute what is left to the shareholders, minuted as a dividend or return of capital. Close the bank account last, once the final tax payments and the final distribution have cleared. Each step is a transaction that belongs in the books, and the final financial statements should show a company that has genuinely wound down to nil.

The final distribution has its own tax bill, and 2026 changed it. For a Cyprus-resident, Cyprus-domiciled shareholder, dividends paid out of 2026-onward profits carry 5% SDC, while profits of tax years up to 2025 distributed through 31 December 2031 stay at the old 17%, plus 2.65% GHS in both cases. Non-doms pay no SDC at all. Dissolution has a sting of its own: undistributed profits of the last five years for tax years up to 2025 are deemed distributed at 17% on dissolution, and on a voluntary dissolution the SDC return and payment are due within one month of the winding-up resolution. If the shareholders include Cyprus-domiciled residents, it is often worth distributing pre-2026 profits and planning the timing before the resolution is passed. Salary vs dividends in Cyprus walks through how distributions are taxed by shareholder type.

In a liquidation the liquidator does this emptying and is paid for it. In a strike-off the directors do it themselves, which is why the route suits companies where there is little to do.

What can come back to you after the company is gone?

More than most founders expect, and in proportion to how clean the closure was.

The Companies Law is explicit that after strike-off the liability of directors, officers and members continues and is enforceable as if the company had never been dissolved. The company itself can come back too: administrative restoration is available on form HE64 within 24 months of strike-off, and an interested party can apply to the court for up to 20 years. A restored company is treated as never struck off, so a creditor or a tax assessment can pick up exactly where it left off. A directors' declaration that was untrue when made is a personal problem for whoever signed it; one supported by financial statements showing a company wound down to nil is a complete answer.

Tax is the most common way back. A corporate return never filed, a VAT registration never cancelled or a payroll registration left open does not lapse because the company did. The Tax Department can still assess, and the director who signed the closure over those gaps is the first person it contacts. Keep the records as well: books and supporting documents must be kept for at least six years from the later of the filing deadline and the actual filing date, and that duty does not care that the company no longer exists.

When is keeping the company dormant the better choice?

When you might come back. A company that has stopped trading can simply stay on the register: there is no dormancy exemption, so it still files an HE32 with financial statements each calendar year and a nil corporate return, but with almost no transactions each of those becomes small. The fixed cost of existing fell away when the €350 annual levy was abolished from 2024. Meanwhile the company keeps its age, bank relationship, tax number, licences and contracts, so restarting takes a board minute rather than a re-incorporation.

Over one or two uncertain years, dormancy usually wins because it preserves the option. Over many years with no intention of returning, closing wins, because the filings never stop on their own and a company the Registrar believes defunct risks involuntary strike-off with the bona vacantia consequences above. The dormant company guide sets out exactly what a non-trading company still owes each year.

How long does it realistically take to close a Cyprus company?

For a clean company, roughly three to four months for a strike-off, because the Registrar's Gazette notice alone runs three months from publication before the company can be struck off. A liquidation takes longer, since the liquidator's appointment, creditor notices, realisation and final meeting each add time.

For everyone else, add the backlog. A company several years behind waits for the books to be reconstructed, for the auditor to sign off each year, for the returns to be filed and assessed, and for the Tax Department to confirm the position. Each of those is a queue with other people in it, and the tax confirmation in particular cannot be hurried. The one lever actually in your hands is how clean the books are on the day you start.

How Sumly gets a company ready to close

Sumly does the work that has to happen before anyone can file an HE60. Bank feeds are read-only, so connected accounts pull in every transaction and match it against invoices and recorded purchases automatically, which is how the final financial statements come to show a company genuinely wound down to nil. Sumly prepares the outstanding VAT, VIES and corporate returns from those live books, and you order the audit or review of each open year from a partner auditor in the dashboard. If the books currently live somewhere else, we migrate them in free, so the final years close from one set of records.

On Base you review each prepared return and submit it through Tax For All yourself. On Premium a Sumly certified bookkeeper corrects the books, prepares and submits the returns and works with the auditor until the last set of accounts is signed, which suits a founder whose goal is to close cleanly rather than to learn the filings. The directors, a liquidator or a law firm file the strike-off or liquidation application itself. What Sumly hands them is a company with nothing left to clean up.

Questions founders ask

Frequently asked

What is the difference between striking off and liquidating a Cyprus company?

Strike-off is an administrative removal from the register: the directors of a company that has stopped trading and has no assets or liabilities left file form HE60 with the Registrar, who publishes notice and removes the company if nobody objects within three months. Liquidation is a formal winding-up run by an appointed liquidator, who collects the assets, pays the creditors and distributes any surplus before the company is dissolved. If anything is still on the balance sheet, liquidation is the route.

Can I strike off a company that still has money in the bank?

No. Anything the company still holds when it is struck off, including a bank balance, becomes ownerless property of the Republic of Cyprus rather than passing to the shareholders. Getting it back means restoring the company to the register first. Distribute what is there, close the account, and only then file the HE60.

Do I need tax clearance to close a Cyprus company?

Yes. The Registrar's own conditions for a voluntary strike-off include having settled the company's obligations to the Tax Department, the Social Insurance Services and its creditors before the HE60 is filed. In practice that means every corporate return filed and assessed, any VAT registration cancelled with a final return, payroll registrations closed, and all balances paid. A company behind on its filings cannot close until the backlog is dealt with.

What happens to undistributed profits when I close the company?

They are distributed to the shareholders before or as part of the closure, and taxed in the shareholders' hands. For a Cyprus-resident, Cyprus-domiciled shareholder, dividends out of 2026-onward profits carry 5% SDC plus 2.65% GHS, while profits earned in tax years up to 2025 carry the transitional 17% SDC when distributed through 2031. On dissolution, undistributed profits of the last five years for tax years up to 2025 are deemed distributed at 17%, and on a voluntary dissolution the SDC return and payment are due within one month of the winding-up resolution. Non-dom shareholders pay no SDC.

Is a director still liable after the company is struck off?

Yes. The Companies Law says the liability of directors, officers and members continues after strike-off and can be enforced as if the company had never been dissolved. A struck-off company can also be restored: administratively within 24 months on form HE64, or by court order on the application of an interested party within 20 years. Clean books and a truthful application are the real protection.

Is it cheaper to keep the company dormant than to close it?

Over a year or two, usually yes. A dormant company still files an HE32 with financial statements and a nil tax return, but the annual levy was abolished from 2024, so the running cost is the accounts and the filings. It also keeps its age, bank account, tax number and contracts, so restarting is easy. Over many years with no intention of returning, closing wins, because the filing obligations never stop on their own.

Can Sumly close my Cyprus company?

Sumly does the part that comes first: reconciled books, finalised financial statements and every overdue return prepared, so the company can close cleanly. On Base you review and submit each return through Tax For All yourself; on Premium a Sumly certified bookkeeper prepares and submits them and works with the auditor until the final accounts are signed. The strike-off or liquidation application itself is filed by the directors, a liquidator or a law firm.