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 will not incorporate a company without one named. The office is administrative: the secretary keeps the statutory registers, minutes the 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 is struck off. The Companies Law requires each company to have one secretary, aged 18 or over, and the first secretary is named on form HE3 in the incorporation filing, alongside the first directors. The Registrar will not 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 final year before strike-off. If the person holding the office resigns, the directors appoint a replacement and file the change with the Registrar.

"Do I really need one?" is a question founders put to us regularly, usually hoping the answer is 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 office needs a person aged 18 or over, appointed by the directors, and a private company's secretary needs no professional qualification. In practice small owner-managed companies appoint a founder, a co-founder, an employee, a family member, or the law firm or corporate services provider that already keeps their registers. Appointing the provider who also files the returns is common simply because the same hands then hold the registers and the filings built from them.

The one rule to check before you file: where a company has a single director, that person can also act as secretary only in a private company with one member and one director. A sole director with a co-shareholder therefore needs someone else as secretary. Where the company has 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.

One thing the secretary does not decide is tax residency. That turns on where the directors genuinely manage and control the company, and a Cyprus-based secretary changes nothing about it. What a local secretary does give you is a minute book and registers that live in Cyprus, which keeps the company's paper trail easy to produce when a bank or an auditor asks.

What does a Cyprus company secretary actually do?

The job is 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.

1. 01

   Keep the statutory registers

   The register of members, the register of directors and secretary, the register of charges, and the minute books. The annual return is drawn from these, and they are the first thing a buyer, a bank or an auditor asks to see.

2. 02

   File the HE32 annual return

   Once a year the company restates its registered office, officers, shareholders and share capital to the Registrar, with the previous year's financial statements attached. The secretary, or the provider who keeps the registers, prepares and files it.

3. 03

   Notify the Registrar of changes

   A new director, a resigning secretary, a change of registered office, a share transfer or a change in share capital each trigger a filing on the relevant form. The public record is only as accurate as these notifications.

4. 04

   Minute the decisions

   Board resolutions, shareholder resolutions, the annual general meeting, dividend declarations. The minutes are the evidence that the company actually decided the things its accounts and filings say it decided.

The annual return is the one with a deadline and a penalty, so it deserves the closer look. The company files one HE32 per calendar year, within 28 days of its made-up date, and 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 per further day, capped at €150 per return, and 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. The part the secretary cannot produce alone is the set of financial statements that must accompany it, certified by a director and the company secretary. Those come from the books and the audit, and our guide to the HE32 annual return walks through how the two meet.

Is the company secretary a manager of the company?

No. The secretary records the company's decisions and the directors take them. A director sits on the board, owes fiduciary duties to the company and carries the liability that comes with the office, which our guide to director duties in Cyprus covers in full. A secretary who is not also a director has no vote and no seat at the board. What the secretary's signature on a filing confirms is that the filing matches the registers, and responsibility for the filings being made stays with the directors even so.

That shapes who you pick. The secretary does not need to be someone you would trust with the company's strategy. They need to be reliable with paperwork. And the secretary does not do the bookkeeping: keeping the accounting records, reconciling the bank and preparing the VAT and tax returns is separate work that software or a bookkeeper does, and 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 is inside it. Registered office, secretary, statutory registers and the annual return form one bundle. Accounting and audit form another. The cost of forming a Cyprus company varies as much as it does partly because providers draw that line in different places.

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

The first secretary is appointed at incorporation on form HE3, and any later change is notified to the Registrar on form HE4, within 14 days of the change. A late HE4 carries its own penalty of €50 plus €1 per day, capped at €250. The Registrar issues a certificate of directors and secretary alongside 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, the register of directors and secretary is updated. The mistake we see is not the mechanics but the omission. A secretary who moved on in practice while staying secretary of record leaves the Registrar holding stale information, and because those details are restated on every annual return, the error repeats year after year until someone files the correction.

Does Sumly provide a company secretary?

No. Sumly is 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 on their own, and your VAT, VIES and tax returns are prepared from the live books. On Base you review and submit the returns yourself. On Premium a Sumly certified bookkeeper reviews the books and submits them for you. We also handle company formation, with your bookkeeping starting the day you order. Acting as a company's secretary is a corporate service that lawyers and corporate services providers offer, and we do not.

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, instead of being reconstructed in the weeks before the deadline. Who keeps the registers and who keeps the books are two different questions. We answer the second one.

Questions founders ask us

Frequently asked

Does a Cyprus company need a company secretary?

Yes. The Companies Law, Cap. 113, requires every Cyprus company to have a secretary, and the appointment is filed with the Registrar of Companies at incorporation on form HE3. The office must stay filled for as long as the company exists, including while it is dormant.

Who can be a company secretary in Cyprus?

Anyone aged 18 or over, appointed by the directors. No professional qualification is required for a private company, so founders appoint themselves, a co-founder, an employee, or the law firm or corporate services provider that already keeps the company's registers. The only statutory restriction concerns companies with a single director.

Can the director also be the company secretary?

Yes, if the company has two or more directors, any one of them can also hold the office of secretary. A company with only one director cannot have that director as secretary unless it is a private company with a single member. In that one-member, one-director company the same person may lawfully hold both offices.

What does a Cyprus company secretary actually do?

The secretary keeps the statutory registers (members, directors and secretary, charges), prepares and files the HE32 annual return with the financial statements attached, notifies the Registrar of changes to officers, registered office, shareholders or share capital, and keeps the minutes of board and shareholder decisions. Management stays with the directors, and the bookkeeping is separate work.

Does Sumly act as company secretary?

No. Sumly is accounting software for Cyprus limited companies, covering bookkeeping, invoicing, bank feeds, and VAT, VIES and tax returns prepared from your live books, plus company formation as a service. Acting as secretary is a corporate service offered by lawyers and corporate services providers, and Sumly does not provide it. Whoever forms your company usually offers or arranges the secretary, so ask what their package includes.

What happens if the annual return is filed late?

A late HE32 carries a one-off €50 penalty plus €1 for each further day of delay, capped at €150 per return, and an overdue return also pays an extra €20 filing fee. Persistent non-filing can lead to prosecution of the company and its officers and, eventually, strike-off from the register. The secretary usually does the filing, but the legal duty belongs to the company and its directors.