Certified Public Accountants | Statutory Auditors & Tax Advisors in Cyprus

HE32 Annual Return

The annual return - what it is

The Annual Return (form HE32) is a statutory document that Cyprus companies must submit to the Company Registrar each year ref. Cap. 113 §118. The annual return provides a snapshot of general information about the company, including details of the shareholders, directors, company secretary, registered office and share capital, and must be filed together with the audited financial statements of the previous year.

HE32 annual return frequency

The annual return is prepared once every year, within 12 months from the previous annual return, without disregarding the calendar year ref. Cap. 113 §118, 120 and 125.

HE32 submission deadline

The annual return must be filed within 28 days of the Annual General Meetings (AGM), signed by either the director or secretary of the company ref. Cap. 113 §120 and then submitted to the Registrar of Companies together with a copy of the audited financial statements.

What happens if you miss the deadline?

If you fail to prepare and file the annual return on time, your company will be liable for late filing fees and can even be struck off for not submitting the annual return.

New late filing penalty

New penalty for filing the HE32 annual return late will come in force on 1 June 2021 ref. Cap. 113 §394.

The new penalty fee starts from €50 and continues to increase from the first date of non-compliance at the rate of €1/day for the first 6 months and €2/day thereafter for a maximum penalty of €500 ref. Cap. 113 §120(4).

Extension of the deadline for filing overdue annual returns

Due to COVID-19, more time has been given to companies to regularise their statutory obligations. The deadline for submission of overdue HE32 annual returns has been extended and the new due dates are:
For years up to 2018
The deadline to submit overdue annual returns with drafting dates up to 31 December 2018 has been extended to 18 December 2020 following which, the new late filing penalty will be applied.
For 2019
The due date for filing the annual returns for 2019 together with the 2018 audited financial statements, without imposing any late filing penalty, has been extended to 29 January 2021.
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Annual Return content

The annual return of a private limited liability company with share capital comprises of the:
  • Annual report form HE32(I)
  • Audited financial statements
  • Additional documents (if applicable)

Annual report form HE32(I)

The content of the annual report form HE32(I) is detailed in Schedule 6 of the Company Law Cap. 113 and comprises of the following information related to the company:
  • Business address
    Address of the registered office of the company
  • Authorized capital
    Classes of authorized nominal share capital, number of shares per class and par value
  • Issued capital
    Share capital issued up to the date of the return with details for each class and distinguishing between shares issued in cash and shares issued in whole or in part paid differently from cash.
  • Members/Shareholders
    List of current shareholders of the company as well as those who ceased to be shareholders since the date of the last annual return - including their full name in Latin characters and any former name, ID or passport number, date of birth, nationality, business occupation, residential address, the number of shares for each class and the total number of shares. In case of legal entity, its name, registration number and address.
  • Officials (directors and secretary)
    Prescribed particulars for all directors and the company secretary - including their full name in Latin characters and any former name, ID or passport number, date of birth, nationality, business occupation and residential address. In case of legal entity, its name, registration number and address.

Financial statements

Cyprus companies are required to have their accounts audited by a registered auditor. A certified copy of the audited financial statements of the previous year must be filed with the Registrar of Companies together with the annual return for the current year. For example, the 2019 annual return must be accompanied with the 2018 financial statements, otherwise, the return will not be accepted and the company will be in default. As from 2003 financial statements filed with the Registrar of Companies are open to the public for a fee.
  • directors' report
  • independent auditors' report
  • audited financial statements

Additional documents

Additional documents required to be presented to the shareholders of the compay according to Cap. 113 §152(1), with the exception of the directors' report. Copies of all documents presented in every general meeting since the last annual return as per Cap. 113 §121(1)a and §152(1).

HE32 electronic submission

Annual returns from 2015 onwards can be submitted only electronically using the DRCOR Efiling

4 common mistakes with filing Annual Returns

  • Mistake #1: Forgetting to file HE32 or not filing on time
  • Mistake #2: Not enclosing the audited financial statements
  • Mistake #3: Not filing the annual returns sequentially (i.e. skipping to file a return for an earlier year)
  • Mistake #4: Stating an incorrect drafting date

Filing fees and penalties

The regular HE32 filing fees paid directly to the Company Registrar are:
Filing fee
€20
Fast track processing
€20
Late filing penalty
€20

File downloads

Form HE32(I)
pdf, 1.1MB, 5 pages
Download
AGM Minutes
doc, 31.7KB, 1 page
Download

Frequently Asked Questions (FAQ)

Q.1 – In 2020, by what date the overdue HE32 returns must be filed?
HE32 Annual Returns for all years up to 2018 inclusive must be filed by 18 December 2020 following which, the new late submission penalty will be applied.
Q.2 – What happens if I do not file annual return?
Late filing of annual return beares penalty whereas failure to submit annual return may result in the company being struck off and subsequently dissolved by the Registrar of Companies.
Q.3 – Do I need an accountant to submit my annual return?
Although you do not need an accountant to file your annual return, you will need one for preparing the company's financial statements and statutory audit. The annual return is submitted together with the audited financial statements so, your accountant may offer to do this on your behalf.
Q.4 – Do dormant companies file annual returns?
A dormant company is one that has no activities and does not own any assets. The HE32 report and the audited accounts are due every year, regardless of whether a company is active or dormant.
Q.5 – What financial statements accompany the annual return?
The financial statements of the preceding year are filled together with the current year's annual return. For example, the 2018 HE32 annual return is annexed by the 2017 financial statements. The financial statements must be audited by a statutory auditor and signed by the director/s and secretary.
Q.6 – Can I move my annual return date to a later date?
Yes, if the deadline for preparing and submitting HE32 has not passed, the annual return date of your company may be extended by up to 3 months but not beyond 31 December.
Q.7 – What is the deadline for preparing and submitting HE32?
The HE32 must be prepared within 14 days from the Annual General Meeting (AGM) and submitted to the Registrar of Companies not later than 28 days from the date of the AGM.
Q.8 – When should the Annual General Meeting (AGM) take place?
The company must hold an Annual General Meeting (AGM) each year. No more than 15 months must lapse between one AGM and the following one. The first AGM may be held within a time limit of 18 months from the incorporation of the company. If a company holds its first AGM within 18 months from its incorporation, then there is no need to hold this first AGM during the year of its incorporation or the subsequent year.
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