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

There are two ways to close a Cyprus limited company. If it has stopped trading, holds no assets and owes nobody, the directors can apply to strike it off the register on form HE60, with a €20 fee. If it still has assets to hand out or creditors to pay, it goes through a voluntary liquidation run by an appointed liquidator. Either way, 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 goes. That's why the application is rarely the slow part of closing. The backlog behind it almost always is.

Strike-off or liquidation: which route applies?

What is still inside the company decides the route. If the directors can bring the balance sheet to zero themselves, with debts paid, assets distributed and the bank account closed, they can strike it off. If assets, disputes, guarantees or balances with group companies 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, once the company has settled what it owes the Tax Department, the Social Insurance Services and its creditors. The Registrar publishes a notice in the Official Gazette. If nobody objects within three months, the company is struck off. You can withdraw the application on form HE61 before the three months are up. No liquidator is appointed, because the application declares there is nothing left to sell or collect.

Voluntary liquidation is a formal winding-up. A solvent company goes through a members' voluntary liquidation. The shareholders vote to wind it up, and a licensed insolvency practitioner collects the assets, pays every creditor, hands out what is left and files the closing returns. Then the Registrar publishes the strike-off in the Gazette. A company that can't pay its debts goes through the creditors' version of the same process, where the creditors control who is appointed. One old charge catches people out. The Registrar won't accept liquidation documents until the old annual levy is paid for every outstanding year. That means levy years 2011 to 2023, because the levy itself was abolished from 2024. Liquidation is slower and costs more, because you pay for the liquidator's work. That's why founders keep their 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 cue to check the file.

At the Registrar, the HE32 is the annual return that confirms the company's details. It 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 a day, capped at €150 per return. That 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 its financial statements under IFRS, the international accounting standards, and a statutory auditor audits them. Since 6 February 2026, a small private company can have a review instead of an audit if net turnover stays at or under €300,000 and gross assets at or under €500,000 for two years in a row. So a company three years behind on its HE32s isn't three forms behind. It's three sets of accounts and three audits or reviews behind. The HE32 guide covers the mechanics, and Cyprus audit requirements covers who signs the accounts off.

On the tax side, the company owes a corporate tax return for every year up to and including the last one, nil years included, and usually one more up to the date it stopped trading. The return for tax year 2025 is due 31 March 2027. From tax year 2026 the deadline moves, and the return and the self-assessed tax are both due by 31 January of the second year after the tax year. Settle any balance of provisional tax, the tax paid in advance during the year, along with any surcharge or interest. A VAT-registered company cancels its registration and files its final VAT return through Tax For All, the Tax Department's online portal. Only when all of that is done can the Tax Department confirm the company has nothing open. The Registrar's HE60 conditions point to that confirmation, and any liquidator or bank will ask for it.

If the company ever employed anyone, close its Social Insurance and GeSY employer registrations after you declare and pay the final contributions. GeSY is the national health system. Keep the registered office, the company secretary and any licences 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?

Empty the company on purpose, in the right order, with a paper trail. Only then ask for it to be removed.

The order is simple. 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 the rest to the shareholders and minute it as a dividend or a 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 really wound down to nil.

The final distribution has its own tax bill, and 2026 changed it. For a shareholder who is Cyprus resident and Cyprus domiciled, dividends carry SDC, the Special Defence Contribution, and GHS, the contribution to GeSY. Dividends from 2026 profits onward carry 5% SDC, while profits from tax years up to 2025 that are distributed by 31 December 2031 stay at the old 17%, plus 2.65% GHS in both cases. Non-doms, residents who are not domiciled in Cyprus, pay no SDC at all. Dissolution brings a charge of its own. Undistributed profits of the last five years, for tax years up to 2025, are treated as 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 any shareholders are Cyprus-domiciled residents, it often pays to distribute pre-2026 profits and plan the timing before the resolution is passed. Salary vs dividends in Cyprus explains how distributions are taxed for each type of shareholder.

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

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

More than most founders expect, and how much depends on how clean the closure was.

The Companies Law is clear that after strike-off the liability of directors, officers and members continues, and can be enforced as if the company had never been dissolved. The company can come back too. The Registrar can restore it 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 counts as never struck off, so a creditor or a tax assessment picks up exactly where it left off. If the directors' declaration was untrue when they made it, that's a personal problem for whoever signed it. If financial statements show the company wound down to nil, the declaration 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 doesn't lapse because the company did. The Tax Department can still raise an assessment, and the first person it contacts is the director who signed the closure over those gaps. Keep the records too. 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 still applies after the company is gone.

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 exemption for dormant companies, so it still files an HE32 with financial statements each calendar year and a nil corporate tax return. With almost no transactions, each of those is small. The fixed cost of existing went 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, not a new incorporation.

Over one or two uncertain years, dormancy usually wins because it keeps your options open. Over many years with no plan to return, closing wins. The filings never stop on their own, and if the Registrar believes a company is defunct it may strike it off without being asked, 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, about 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. Appointing the liquidator, notifying creditors, selling the assets and holding the final meeting each add time.

For everyone else, add the backlog. A company several years behind waits for its books to be rebuilt, 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 you can't hurry the tax confirmation. The one thing in your control 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. Connected accounts pull in every transaction, and Sumly matches each one against invoices and recorded purchases automatically, so the final financial statements show a company that has really wound down to nil. Sumly prepares the outstanding VAT, VIES and corporate tax returns from those live books. VIES is the return that lists your sales to businesses in other EU countries. You order the audit or review of each open year from a partner auditor in the dashboard. If your books are somewhere else today, we migrate them for 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 Plus, Sumly files every return except the year-end accounts for you. 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. That suits a founder who wants to close cleanly, not learn the filings. The directors, a liquidator or a law firm file the strike-off or liquidation application itself. Sumly hands them a company with nothing left to clean up.

For the VAT side, use the deregistration guide alongside this one. It covers the application, pending returns, remaining assets and your final VAT position.

Questions founders ask