Dormant company in Cyprus: what you still have to file when you are not trading

A dormant Cyprus company sits on the register and doesn't trade. It still files almost everything a trading company files. Every year it sends the HE32 annual return to the Registrar with financial statements attached. A statutory auditor signs off those statements. And it files a corporate tax return, even when every figure on it is zero. The one recurring cost that really went away is the €350 annual levy, abolished from 2024. Dormancy doesn't shorten the list. It makes each item on it small.

Is a dormant Cyprus company really free of obligations?

No. Nearly every dormant-company penalty we see comes from the gap between what founders assume and what the law asks. Company law ties the annual filings to the company being on the register. The Registrar says plainly that a company that isn't operating gets no exemption from the annual return. Tax law ties the tax return to the company being a taxpayer, with or without income. Neither has a box you tick to switch the calendar off.

Leave a company for three years without filings and it doesn't quietly disappear. It builds up Registrar penalties and tax penalties. In the end the Registrar may decide it's defunct and strike it off on its own initiative. Then the tidy exit you pictured means catching up every missed year first. A dormant company is a very small compliance job, but it's a job with dates.

What does "dormant" actually mean in Cyprus?

Day to day, it means a company with no activity. No sales, no purchases, no employees, usually just a bank account with a balance and a few bank charges. That describes the year and nothing more. The Registrar has no dormant flag that changes what you file, and the Companies Law has no lighter regime for inactive companies.

The Tax Department gives a little more room. Tell it the company has stopped trading and it adjusts what it expects for provisional tax, but the annual tax return is still due. If the company is VAT-registered, deregister once its taxable supplies stop. A live VAT number keeps VAT returns falling due, nil or not. Our guide to Cyprus tax deadlines sets out the calendar a dormant company is still on.

The company also keeps the people and records the law requires: a registered office in Cyprus, at least one director, a company secretary and an up-to-date register of beneficial owners. If a professional firm provides any of these, that fee carries on too. It's one of the real costs of dormancy.

What must a dormant company still file each year?

The same list as a trading company. Only the contents are thinner.

The HE32 annual return

You file it with the Registrar of Companies once each calendar year, within 28 days of its made-up date. The filing fee is €20, and the previous year's financial statements go with it. File late and the penalty is €50 plus €1 a day, capped at €150 per return. An overdue return also pays another €20 on top of the normal fee, so a badly late year costs €190. That's modest for one return, but it adds up across years. It's also the filing the Registrar watches when it decides whether a company looks defunct. Our guide to the HE32 annual return has the full detail.

Financial statements

Every Cyprus company prepares financial statements under IFRS, the International Financial Reporting Standards, and submits them for audit by statutory auditors licensed under the Auditors Law. The smallest private companies can have a review engagement instead. Dormant accounts are short. The balance sheet shows a bank balance and share capital. The profit and loss shows bank charges and professional fees. They're still IFRS statements, and they still have to be ready in time to attach to the HE32.

A nil corporate income tax return

The TD4, the company's corporate income tax return, is due by 31 January of the second year after the tax year from tax year 2026, and 31 March of the second year for tax years through 2025. A dormant company files a nil return by that date. Having no income just makes the form quick. From 2026 a company that files late owes a fixed €250 penalty. That's a lot to pay for not filing a form full of zeros.

Provisional tax

Provisional tax is an advance payment on the profit the company expects this year. You estimate it by 31 July and pay it in two instalments, on 31 July and 31 December. A company expecting no profit files no estimate and pays nothing. With no final tax, there's nothing to surcharge. Watch the year the company wakes up. File no estimate in a year that ends in profit, and the 10% underestimation surcharge applies to the whole final tax. Our guide to provisional tax in Cyprus covers the estimate and when you can revise it.

What happened to the annual levy?

It was abolished. For years the €350 levy was the most resented fixed cost of keeping a dormant company on the register. It was abolished from 2024 by Law N.25(I)/2024. The same announcement says levies for 2011 to 2023 still apply, so a company that was dormant in those years may owe arrears the Registrar can still collect. Check the history before you file anything else. Unpaid levies also block a clean exit later.

Does a dormant company still need an audit?

It still needs a licensed auditor to sign off its financial statements. For most dormant companies that sign-off is a review engagement, which is lighter and cheaper than a full audit.

The review is open to private companies with net turnover of €300,000 or less and gross assets of €500,000 or less, both met for two consecutive financial years. The turnover limit rose from €200,000 with effect from 6 February 2026. A dormant company with a modest bank balance and no revenue passes both tests easily. The test looks at two consecutive years, though. A company that was large before it went quiet may need a year of small numbers before it qualifies. And a licensed auditor still does the review, which still produces signed statements for the HE32. The procedure is lighter but the professional sign-off is the same, because the Companies Law has no separate dormancy exemption. Our explainer on audit requirements in Cyprus covers who qualifies and what the reviewer checks.

When does keeping the company dormant make sense?

When the company holds something worth keeping and you have a real plan to use it again. The valuable things are rarely on the balance sheet. They're the company's age, its clean filing history, its bank account and the relationship behind it, its tax registrations, any licences or contracts in its name, and the plain fact that it can invoice tomorrow. Think of a founder pausing between projects, a holding company waiting for its next investment, or a seasonal business. In these cases a year or two of thin filings is money well spent.

If the pause is really an ending, every year of dormancy costs registered-office fees, secretary fees, a review engagement and filings, all to keep an option nobody plans to use. Compare that with strike-off, which wins on cost over anything longer than a couple of years. Then weigh the cost of a fresh formation and bank account later, in case you need one after all.

How does strike-off work, and when is it the better choice?

Voluntary strike-off is the orderly way to close a company with nothing left in it. First the company pays out or settles everything, so it holds no assets and no liabilities. It brings its Registrar filings up to date and clears its position with the Tax Department, Social Insurance Services and its creditors. Then it files form HE60 with a €20 fee. The Registrar publishes a notice in the Gazette and, if nobody objects within three months, strikes the company off. In practice the whole route takes a few months from publication. Our guide to closing a Cyprus company walks through it step by step.

The company has to be clean first, so you catch up any missed filings on the way out. A company with real creditors or disputed assets needs liquidation instead. Restoring a struck-off company takes an application to the Registrar within 24 months at best, and a court application after that. So empty the company first. On strike-off, any remaining assets and rights pass to the Republic as ownerless property. The same happens when the Registrar strikes off a non-filing company on its own initiative. That's why a dormant company with money in the bank should never drift into missed filings.

How do you keep a dormant company cheaply compliant?

Make the bookkeeping trivial and pay only for the sign-off the company needs. A dormant company's year is a few dozen bank lines: charges, the auditor's invoice, maybe some interest. Connect the account to Sumly through read-only open banking, and Sumly matches and books each line as it lands. The books are always finished, and the year-end statements and nil TD4 figures come straight out of them. On the Base plan, from €39 a month, you review and file yourself. On Plus, Sumly files the nil TD4 for you. On Premium, your Sumly certified bookkeeper submits through Tax For All, the Tax Department's online portal. You order the review or audit in the dashboard, and the partner auditor gets their own login to work from the same books. For accounts this thin, that keeps the engagement about as short as it can be.

The other half is the calendar. The HE32 made-up date, the TD4 deadline and the provisional tax dates come round every year. Every late penalty a dormant company pays means nobody was watching them. Set a reminder a month before each one. Check what the registered office and secretary cost each year. Deregister for VAT if taxable supplies have stopped. And if the company qualifies, make sure its accounts get a review rather than a full audit.

What does reactivating a dormant company involve?

Less than forming a new one, which is the point of keeping it. Tell the Tax Department the company is active again, and file a provisional tax estimate if you expect a profit. Re-register for VAT if the company deregistered and will make taxable supplies. Check the bank account is live and the bank's know-your-customer file, the identity and ownership papers it holds, is current. Banks can restrict a long-dormant account. Then pick up the bookkeeping from the last signed balance sheet, which becomes the opening position for the new activity.

The restart year rewards discipline. A company that restarts in the autumn still files one set of accounts for the whole year, and its provisional tax is judged against the full-year result. Clean books from the dormant years, however thin, make the restart a continuation rather than a rebuild.

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