Company secretary in Cyprus: is one required, who can act, and what they do

Yes. The Companies Law, Cap. 113, requires every Cyprus company to have a company secretary, and the Registrar of Companies won't incorporate a company without one named. The job is administrative. The secretary keeps the statutory registers, minutes decisions, files the HE32 annual return and tells the Registrar when the company's details change. The directors run the company. The secretary keeps its paper record straight.

Is a company secretary required in Cyprus?

Yes. Every company on the register needs one, from incorporation until it's struck off. The Companies Law requires each company to have one secretary, aged 18 or over. You name the first secretary on form HE3 in the incorporation filing, alongside the first directors. The Registrar won't register a company that leaves the slot empty.

The requirement never pauses. A dormant company still needs a secretary. So does a company whose founder has moved abroad, and one in its last year before strike-off. If the secretary resigns, the directors appoint a replacement and file the change with the Registrar.

Founders ask us "Do I really need one?" all the time, usually hoping for a no. The answer is yes, so the useful question is the next one. Who should hold the office?

Who can be a company secretary in Cyprus?

Almost anyone. The secretary must be 18 or over and appointed by the directors, and a private company's secretary needs no professional qualification. Small owner-managed companies usually appoint a founder, a co-founder, an employee, a family member, or the law firm or corporate services provider that already keeps their registers. Many appoint the provider who also files the returns, so the same people hold the registers and the filings built from them.

Check one rule before you file. If a company has a single director, that person can also be secretary only in a private company with one member and one director. So a sole director with a co-shareholder needs someone else as secretary. In a company with two or more directors, one of them holding both offices is routine. Settle this before the HE3 goes in, because the Registrar checks it at incorporation.

The secretary doesn't decide tax residency. That depends on where the directors really manage and control the company, and a secretary based in Cyprus changes nothing about it. What a local secretary does give you is a minute book and registers kept in Cyprus, so the company's paper trail is easy to produce when a bank or an auditor asks.

What does a Cyprus company secretary actually do?

Record-keeping. The secretary makes sure the Registrar's file matches reality, and that the company's own records show who decided what, and when.

The annual return has a deadline and a penalty, so it's worth a closer look. The company files one HE32 per calendar year, within 28 days of its made-up date, the date the return's details are drawn up to. The first return is drawn up the day after 18 months from incorporation. The filing fee is €20. Filing late costs a one-off €50 plus €1 for each further day, capped at €150 per return. An overdue return pays a further €20 fee on top, so the worst case is €190 per return.

The return itself restates the registers the secretary already keeps. What the secretary can't produce alone is the set of financial statements that must go with it, certified by a director and the company secretary. Those come from the books and the audit. Our guide to the HE32 annual return shows how the two fit together.

Is the company secretary a manager of the company?

No. The directors take the company's decisions and the secretary records them. A director sits on the board, owes fiduciary duties to the company, meaning a legal duty to act in its interest, and carries the liability that comes with the office. Our guide to director duties in Cyprus covers this in full.

A secretary who isn't also a director has no vote and no seat on the board. Their signature on a filing confirms that the filing matches the registers. Even so, responsibility for making the filings stays with the directors.

That shapes who you pick. The secretary doesn't need to be someone you'd trust with the company's strategy. They need to be reliable with paperwork. The secretary also doesn't do the bookkeeping. Keeping the accounting records, reconciling the bank and preparing the VAT and tax returns is separate work for software or a bookkeeper. The secretary picks up the thread only when the finished financial statements are ready to attach to the annual return.

When a provider quotes you a "full corporate services package", ask what's in it. Registered office, secretary, statutory registers and the annual return are one bundle. Accounting and audit are another. Providers draw that line in different places, which is part of why the cost of forming a Cyprus company varies so much.

When is the secretary appointed, and how do you change one?

At incorporation, on form HE3. You report any later change to the Registrar on form HE4, within 14 days of the change. A late HE4 has its own penalty of €50 plus €1 a day, capped at €250. The Registrar issues a certificate of directors and secretary with the certificate of incorporation, and banks routinely ask for it when the company opens an account.

The change itself is simple. The board appoints the replacement, the HE4 goes in, and the register of directors and secretary is updated. The mistake we see isn't in the mechanics. It's forgetting to do it. A secretary who has moved on in practice but is still secretary on the record leaves the Registrar with stale information. Every annual return restates those details, so the error repeats year after year until someone files the correction.

Does Sumly provide a company secretary?

Yes, as a yearly service. We keep the statutory registers and file with the Registrar, and the price is on the company formation page.

Sumly is also accounting software for Cyprus limited companies. The AI reads the documents you drop in or email to your company's private inbox address, and books them double-entry. Bank feeds match transactions against invoices automatically, and your VAT, VIES and tax returns are prepared from the live books. On Base you review and submit the returns yourself. On Plus, Sumly files them for you. On Premium, your Sumly certified bookkeeper reviews the books and submits the returns for you. We also form companies, and your bookkeeping starts the day you order.

The two jobs meet at the annual return. The HE32 needs finished financial statements attached, and those exist only if the books were kept properly through the year: bank reconciled, every invoice and receipt booked, VAT closed. Keep the books in Sumly and the accounts are ready when your secretary asks for them, so nobody rebuilds them in the weeks before the deadline. Who keeps the registers and who keeps the books are two different questions. We can answer both.

Questions founders ask us