Annual Return Cyprus: extension until December 31, 2026 — what companies should do now

If your Cyprus company has overdue annual returns (form HE32) outstanding, there is now a window to put things in order: on 4 September 2026 the Department of the Registrar of Companies and Intellectual Property announced an extension of the deadline for submitting overdue annual returns and the corresponding financial statements to 31 December 2026. It is important to understand the limits of this relief — it holds back the strike-off procedure, but it does not cancel late filing penalties. Nor should the work be postponed: the HE32 is prepared on the basis of up-to-date financial statements, and restoring several years of accounting records takes weeks and months rather than days.

What is an annual return (HE32), and how does it differ from financial statements and the tax return?

The annual return (HE32) is the yearly corporate filing a Cyprus company submits to the Department of the Registrar of Companies and Intellectual Property (DRCIP) under Companies Law Cap. 113. It records the company's corporate particulars as at a given date: directors, secretary, registered office, shareholders, share allocation and capital. The obligation itself is established by sections 118 and 121 of the Companies Law.

Three distinct obligations are frequently confused, though they should not be:

• Annual return (HE32) — a corporate document filed with the Registrar of Companies, accompanied by the financial statements for the relevant period.
• Financial statements — prepared separately and filed together with the HE32.
• Tax return (TD4) — a separate document filed with the Cyprus Tax Department, which neither replaces nor duplicates the HE32.

In short, the HE32 is not a standalone form but part of a wider corporate reporting system: it does not exist independently of bookkeeping and audit. An annual return can only be filed correctly once the accounts for the relevant year are closed and the financial statements are ready.

What exactly was extended to 31 December 2026, and which periods does it cover?

The Registrar of Companies announced on 4 September 2026 an extension of the deadline for submitting overdue annual returns and the corresponding financial statements up to and including 31 December 2026. According to the published notice, the extension concerns overdue filings in respect of which reminder letters had previously been sent to companies on 9 February 2026. The relief applies to those outstanding filings specifically, not to corporate obligations across the board.

The extension does not remove the underlying obligation to file the HE32, nor does it move any other company deadline. The Registrar stated expressly that, after 31 December 2026, the process of striking non-compliant companies off the register will continue in accordance with section 327 of the Companies Law, Cap. 113.

The same autumn window also covers a second obligation towards the Registrar — the annual confirmation of beneficial ownership details in the UBO register, which likewise falls due at the end of 2026. It is more efficient to review the company's standing on both fronts at once.

Does the extension cancel late filing penalties?

No. The extension holds back only the strike-off procedure; it does not extend to penalties for late submission.

Every annual return filed after its statutory due date carries the late filing charge provided for by law. This remains true for returns a company submits in November or December 2026 under the extension. The difference between filing before and after 31 December is not whether a penalty applies, but whether the company continues to exist.

The extension is therefore better read not as an amnesty, but as a deferral of one specific consequence — the most serious one.

What happens if a company does not file its annual return even with the extension?

The extension is a window of opportunity, not an open-ended reprieve. If a company does not make use of it and continues to ignore the obligation, the consequences compound:

• Late filing penalties. An administrative charge applies to each overdue HE32 and accrues regardless of the extension.
• Strike-off procedure. The Registrar may commence strike-off proceedings under section 327 where a company fails to file annual returns together with the required financial statements. The procedure begins with notices to the registered office, followed by publication of a notice; after three months, absent objection, the company is removed from the register.
• Consequences for directors. Failure to make statutory filings breaches directors' duties under Companies Law Cap. 113 and can complicate bank compliance, dealings with counterparties and work with auditors.
• Operational risk. A company with outstanding obligations is generally not regarded as being in good standing, which impedes transactions and reviews by banks and partners.

How to find out whether your company has overdue annual returns

There are several ways to check the company's position — and this should be done before planning anything else:

• Request a current extract and status for the company from the Department of the Registrar of Companies, through the official portal or on request.
• Review internal records: for which year was the last HE32 filed, and were financial statements attached to it.
• Check whether the company received a reminder letter dated 9 February 2026 — the extension applies to the recipients of that exercise.
• Reconcile the years for which the accounts are closed and a full set of financial statements has been prepared: gaps in the accounts are usually what produce the HE32 arrears in the first place.
• Ask the corporate administrator, secretary or accountant for a summary of all open obligations.

In practice, annual return arrears almost always go hand in hand with unclosed accounts: the company did not file the HE32 because the financial statements for that same year were not ready. It is therefore more practical to run the diagnosis on both the corporate and the accounting side simultaneously.

What steps should a company take right now?

The logic is straightforward: the earlier you start, the more comfortably you will meet the deadline without a last-minute scramble. The recommended sequence is:

• Step 1. Diagnosis. Establish for which years the HE32 was not filed and for which years the financial statements remain unclosed.
• Step 2. Reconstructing the accounts. Gather and organise source documents, bank statements and contracts for the uncovered periods. Without these, financial statements cannot be prepared.
• Step 3. Preparing the financial statements. On the basis of closed accounts, prepare and audit the financial statements for the relevant years.
• Step 4. Filing the HE32. Prepare and submit annual returns for each overdue year, with the corresponding financial statements attached, in chronological order.
• Step 5. Tax alignment. In parallel, verify that tax returns and obligations towards the Tax Department are also in order — corporate and tax compliance go together.
• Step 6. Setting things up for the future. Put regular bookkeeping in place so that the HE32 is prepared on time and arrears do not recur.

The bottleneck here is reconstructing several years of accounting records and preparing audited financial statements. That is weeks and months of work, not days, which is why leaving it until the end of 2026 is risky.

What strike-off means, and whether a company can be restored

Strike-off is the removal of a company from the Registrar's register. The company then ceases to exist, its assets generally pass to the Republic of Cyprus as bona vacantia, and the liability of directors, officers and members may survive the removal.

A struck-off company can be restored by one of two routes.

Administrative restoration. A director or member of the company may submit form HE64 within 24 months of the date of strike-off. The application must be accompanied by all forms, returns, financial statements and other documents that were due before the date of strike-off, together with all fees, charges and penalties that had accrued before that date. Where the company's property or rights have been dealt with by the Republic, the written consent of its competent representative is required. The filing fee for the HE64 is EUR 20, with a further EUR 20 for expedited processing. Once satisfied that the company was carrying on business at the time of strike-off and that all relevant requirements have been met, the Registrar issues a certificate of restoration and publishes the details in the Official Gazette.

Court-ordered restoration. Beyond the 24-month window, an application to the Court remains available. This route is slower and considerably more expensive, and the applicant may be not only a director or member but also a creditor or other interested party.

Once restored, the company is treated as having continued in existence as if its name had never been struck off. All filings and fees for the intervening period must nonetheless be brought up to date.

The conclusion is simple: using the window up to 31 December 2026 to clear the arrears in advance is far more economical than letting matters reach strike-off and then pursuing restoration.

Frequently asked questions

We were not included in the 9 February 2026 mailing. Does the extension apply to us?

The Registrar's notice ties the extension specifically to the overdue filings covered by the reminder exercise. If no letter was received, the company's standing should be checked separately — the absence of a letter does not mean the absence of arrears.

Can the HE32 be filed without financial statements in order to meet the deadline?

No. The annual return is filed together with the financial statements for the relevant period. This is precisely why reconstructing the accounts is the first priority, rather than preparing the form itself.

If the arrears span several years, in what order should they be filed?

Chronologically, year by year, each HE32 with its own financial statements. Skipping an intervening year and filing only the most recent one is not possible.

What happens if we file on 30 December 2026?

Strike-off proceedings will not resume against the company. The late filing penalty on each overdue annual return will still apply.

Our company has already been struck off. What now?

Check the date of strike-off. If less than 24 months have passed, administrative restoration via form HE64 is available. Beyond that period, the court route remains.

How GarnetWise helps you clear arrears on time

A timely annual return rests on accurate bookkeeping and completed financial statements. The GarnetWise team can take on the bookkeeping and the reconstruction of accounts for past periods, prepare the data for the HE32 filing, and help align corporate and tax compliance. If your company has overdue annual returns outstanding, the sensible starting point is a diagnosis now — so that you meet the 31 December 2026 deadline calmly rather than sorting everything out at the last moment.