Cyprus Company Strike-Off 2026 What Directors Must Do

Cyprus Companies at Risk of Strike-Off in 2026: What Directors Must Do Before Year-End

2 November 2026  |  Michalaki, Pitsillidou & Co LLC  |  Limassol, Cyprus

Cyprus company directors and shareholders should urgently review whether their companies have unpaid historical annual levies, overdue annual returns or outstanding financial statements.

On 30 September 2026, the Department of the Registrar of Companies and Intellectual Property announced that, during December 2026, it intends to commence strike-off procedures against companies that have failed to pay annual levies due for one or more years between 2012 and 2023.

In a separate announcement dated 4 September 2026, the Registrar extended until 31 December 2026 the deadline for the submission of overdue annual returns and the corresponding financial statements covered by reminder letters issued on 9 February 2026. Companies that remain non-compliant after that date may face continuation of the strike-off procedure under section 327 of the Cyprus Companies Law, Cap. 113.

These are separate compliance issues. Paying historical annual levies does not correct overdue annual returns, and filing annual returns does not discharge unpaid historical levies. Directors should therefore arrange a complete company compliance review rather than addressing only one outstanding obligation.

Quick Answer: Is Your Cyprus Company at Risk?

A Cyprus company may be at risk of strike-off if it owes an annual levy for any relevant year between 2012 and 2023, has failed to file one or more annual returns or corresponding financial statements, has not responded to the Registrar, or has already been listed in the Official Gazette for proposed strike-off.

The commencement of the process does not mean that every affected company will be dissolved immediately. The official procedure includes publication in the Official Gazette for a three-month period, during which a reason may be shown why the company should not be removed. Nevertheless, waiting for publication is risky: remedial accounting work, statutory filings and payments may take time.

Two Separate Compliance Measures Affecting Cyprus Companies in 2026

1. Unpaid Historical Annual Levies

The Cyprus annual company levy was abolished from 2024 onwards by the Companies (Amendment) Law 2024, Law 25(I)/2024. However, the abolition did not cancel levies that had already become payable for earlier years. The Registrar’s official guidance confirms that annual levies for 2011 to 2023 continue to apply, while the enforcement initiative announced on 30 September 2026 specifically targets unpaid levies for one or more years between 2012 and 2023.

A company should therefore not assume that the 2024 abolition removed all historical liability. Directors should obtain a complete statement and verify:

• which years remain unpaid;
• the levy and any applicable late charges or penalties;
• whether a previous payment was made but not correctly allocated;
• whether an exemption or special circumstance applied during a relevant year;
• whether the company was dissolved or otherwise ceased to exist during any part of the period; and
• whether receipts, bank confirmations or other proof of payment are available.

Where payment was made but is not reflected in the Registrar’s records, the company may need to produce supporting evidence and request correction before the strike-off process advances.

2. Overdue Annual Returns and Financial Statements

The annual return is a separate statutory obligation. The abolition of the annual levy did not abolish the obligation to prepare and file annual returns or the accompanying financial statements.

An annual return is prepared up to the company’s reference date and must be delivered to the Registrar, together with the required financial statements, within 28 days from its drafting date. For a private company with share capital, annual returns from 2014 onwards are generally submitted electronically using Form HE32I.

The Registrar’s 4 September 2026 announcement granted an extension until 31 December 2026 for the overdue annual returns and corresponding financial statements covered by the reminder letters dated 9 February 2026. After that date, the strike-off process may continue against companies that remain non-compliant.

Directors should not assume that the extension applies to every possible filing default. The company’s individual filing history, reference dates, correspondence and current status should be checked.

Late-Filing Charges May Also Apply

Separate late-filing charges may apply to overdue annual returns. Current Registrar guidance states that, where the annual return’s reference date is in 2021 or later, the late-filing charge may consist of €50 on the first day of non-compliance plus €1 for each additional day, subject to a maximum of €150. The exact amount should be confirmed from the company’s filing record and the law applicable to the relevant return.

What Information Does an Annual Return Contain?

The annual return provides an updated statutory snapshot of the company. Depending on the company and reporting period, it may contain or confirm information concerning:

• the registered office;
• the directors and secretary;
• the issued share capital;
• the shareholders and their shareholdings;
• the company’s principal activities;
• the date to which the return is made up; and
• the financial statements accompanying the filing.

The information filed must correspond with the company’s actual corporate records. Before submitting overdue annual returns, the company should confirm that any previous changes to directors, secretary, registered office, shareholders or share capital were properly approved, documented and filed. Inconsistent information may result in rejection, delay or the need for corrective filings.

What Happens During the Strike-Off Process?

For the historical levy enforcement initiative, the Registrar has stated that affected companies will be published in the Official Gazette for a period of three months under section 327(3)(c) of Cap. 113. The company may then be removed from the Register unless, in the meantime, a reason is established why the strike-off should not proceed.

Publication is therefore a formal warning stage, not merely an administrative reminder. A company that becomes aware of a proposed strike-off should act promptly to:

1. identify the precise reason for the proposed strike-off;
2. obtain an updated company search and review the company’s status;
3. establish all unpaid levies, fees and missing filings;
4. coordinate the preparation of overdue financial statements and annual returns;
5. submit the required documents and payments;
6. file a properly supported objection or written response within the applicable period; and
7. retain evidence that the defaults have been corrected.

Can a Company Object to the Proposed Strike-Off?

A company or interested party may object during the notice period and explain why the company should remain on the Register. The appropriate response depends on the ground relied upon by the Registrar and the company’s actual circumstances.

Relevant supporting evidence may show that:

• the company remains active or is needed for an existing legal or commercial purpose;
• the outstanding levy has been paid;
• overdue annual returns and financial statements have been filed or are being finalised;
• the company owns assets or holds legal rights;
• the company is party to contracts, litigation or financing arrangements;
• the company has creditors or unresolved liabilities;
• an administrative, filing or payment error occurred; or
• strike-off would prejudice shareholders, creditors or third parties.

An objection should not be treated as a substitute for correcting the underlying non-compliance. Wherever possible, the company should regularise the outstanding filings, payments and corporate records at the same time.

What Happens After a Cyprus Company Is Struck Off?

Once a company is struck off, it is dissolved and ceases to exist as an active legal person. The consequences may be substantial.

According to the Registrar’s official guidance, the company’s assets and rights, other than property held on trust for another person, are treated as bona vacantia and belong to the Republic of Cyprus. The liability, if any, of directors, officers and members continues notwithstanding the dissolution and may be enforced as though the company had not been dissolved.

This does not mean that every director automatically becomes personally liable for all company debts. It means that an existing liability arising under the law, a guarantee, a contract, a breach of duty or another legal basis is not extinguished merely because the company has been struck off.

In practical terms, strike-off may disrupt or prevent dealings involving:

• company bank accounts;
• immovable property and other assets;
• shares, investments and intellectual property;
• pending court proceedings or claims;
• contracts with customers, suppliers or employees;
• loans, securities and guarantees;
• VAT, income tax, payroll and social insurance obligations;
• the collection of debts owed to the company;
• a sale of the company, shares or assets; and
• transactions requiring certificates of good standing or other certified company documents.

Does Strike-Off Eliminate Company Debts?

No. Strike-off should not be treated as a method of avoiding creditors, taxes or other liabilities. A company that is insolvent, has substantial debts, owns assets or is involved in disputes may require a formal liquidation or another legally appropriate procedure. Directors should obtain legal and accounting advice before allowing a company to be struck off voluntarily or involuntarily.

The fact that a company is inactive does not necessarily mean that it has no obligations. It may still own assets, maintain bank accounts, owe money, hold contractual rights, have tax or filing responsibilities, or be required for pending proceedings.

Can a Struck-Off Cyprus Company Be Restored?

Yes. Depending on the reason for strike-off, the circumstances and the time elapsed, restoration may be possible administratively or by court order.

Administrative Restoration

A director or member may apply for administrative restoration using Form HE64 within 24 months from the date of strike-off where the company was removed for reasons including failure to file a document required by law, failure to pay the annual levy, or the Registrar’s belief that the company was inactive or not operating.

The application must generally be accompanied by all overdue forms, reports, financial statements and other documents, together with all due fees, charges and fines. If the company’s property or rights have been dealt with by the Republic, the written consent of the competent representative of the Republic may also be required.

Administrative restoration is not automatic. The Registrar must be satisfied that the applicable legal requirements have been met.

Restoration by Court Order

Where administrative restoration is unavailable or unsuitable, an interested party may apply to the Court. The official guidance states that a court application may be made within 20 years from the date of strike-off by a party such as a director, creditor or person who suffered loss or damage before the company was removed.

The Court may order restoration where it is satisfied that the company was carrying on business or operating when struck off, or that it is otherwise just to restore it. Following restoration, the company is generally treated as having continued in existence as though its name had not been removed from the Register.

Although restoration is possible, it may involve legal work, accounting reconstruction, overdue filings, professional fees and delay. Preventing strike-off is normally more efficient than restoring a dissolved company.

What Directors Should Do Before 31 December 2026

Obtain an Updated Company Search

Confirm whether the company is active, subject to proposed strike-off, already dissolved or affected by another Registry notation.

Review Historical Annual Levies

Check every relevant year and obtain confirmation of unpaid levies, penalties and recorded payments.

Identify Missing Annual Returns

Prepare a year-by-year list of overdue annual returns and determine which financial statements must accompany each filing.

Coordinate With the Accountant or Auditor

Outstanding financial statements may require bank records, invoices, tax information, prior accounts and other supporting material.

Confirm the Registered Office

Registrar correspondence may have been sent to an outdated, unattended or ineffective registered-office address.

Update Corporate Particulars

Ensure that the directors, secretary, shareholders, share capital and registered-office information are accurate before filing annual returns.

Monitor the Official Gazette

A company may be listed for proposed strike-off even where its directors have not personally seen the Registrar’s correspondence.

Respond Within the Notice Period

Where a proposed strike-off has been published, submit the necessary objection, evidence, filings and payments without delay.

Decide Whether the Company Should Continue

If the company is no longer required, obtain advice on whether voluntary strike-off, liquidation or another closure process is appropriate.

Frequently Asked Questions

Was the Cyprus annual company levy abolished?

Yes. The levy was abolished from 2024 onwards. Historical levies that became payable for earlier years remain relevant, subject to the company’s individual circumstances. The Registrar’s September 2026 enforcement announcement specifically concerns unpaid levies for 2012 to 2023.

Does the 31 December 2026 deadline apply to every Cyprus company?

The announcement concerns the overdue annual returns and corresponding financial statements addressed by the reminder letters issued on 9 February 2026. A company-specific review is necessary before relying on the extension.

Is a company dissolved immediately when it appears in the Official Gazette?

No. The relevant publication provides a three-month period during which a reason may be shown why the company should not be removed. Directors should nevertheless act immediately rather than waiting for the period to expire.

Does paying the historical annual levy resolve overdue annual returns?

No. Historical levy payments and statutory annual-return filings are separate obligations.

Does filing an annual return settle tax obligations?

No. Compliance with the Registrar is separate from corporate income tax, VAT, payroll, social insurance and other regulatory obligations.

Can an inactive company simply be ignored?

No. An inactive company may still have filing obligations, assets, liabilities, bank accounts, contracts, tax responsibilities or creditors.

Can a struck-off company be restored?

Potentially, yes. Administrative restoration may be available within 24 months in qualifying cases, while court restoration may be sought within 20 years by a person with sufficient legal interest, subject to the applicable requirements.

How MP Legal Can Assist

Michalaki, Pitsillidou & Co LLC can assist Cyprus companies, directors, shareholders and creditors with:

• reviewing the company’s official Registry status;
• identifying unpaid historical annual levies;
• checking overdue annual returns and financial statements;
• coordinating with accountants, auditors and corporate service providers;
• updating directors, secretary, shareholders and registered-office details;
• submitting or coordinating overdue statutory filings;
• responding to proposed strike-off notices;
• preparing objections to strike-off;
• advising on voluntary closure, liquidation and creditor issues;
• applying for administrative restoration; and
• handling court applications for restoration where required.

Directors who are uncertain about their company’s status should act before the end of 2026 rather than waiting for a strike-off notice or discovering that the company has already been dissolved.

Official Sources

• Registrar announcement dated 30 September 2026: Strike-off for unpaid annual levies
• Registrar announcement dated 4 September 2026: Extension for overdue annual returns and financial statements
• Abolition of the annual company levy from 2024 onwards
• Registrar guidance: Annual returns and financial statements
• Registrar guidance: Administrative restoration of a company
• Registrar guidance: Restoration by court order
• Registrar guidance: What happens after strike-off

Legal Notice

This article is provided for general information purposes only and does not constitute legal, tax, corporate, accounting, audit, insolvency, regulatory, investment or financial advice. It provides general information on the law and administrative practice of the Republic of Cyprus as reviewed on 2 November 2026 and should not be relied upon as a substitute for advice based on the facts and circumstances of a particular company.

Every company matter is fact-sensitive and must be assessed by reference to the company’s status on the Register, constitutional documents, statutory records, annual returns, financial statements, unpaid annual levies, tax position, assets, liabilities, creditors, contracts, bank accounts, beneficial ownership, sanctions exposure and the legislation, policies and administrative requirements applicable at the relevant time. Cross-border ownership, tax residence, insolvency, reporting and regulatory obligations may also involve the laws of more than one country.

Legislation, fees, penalties, forms, deadlines, Government policies, Registrar practice and administrative procedures may change. Obtain independent Cyprus legal advice and, where appropriate, corporate, accounting, audit, tax, insolvency and relevant foreign-law advice before filing documents, objecting to strike-off, allowing a company to be dissolved, commencing restoration proceedings or otherwise acting.