Обслуживание кипрской компании

Following the incorporation of a Cyprus company with the Registrar of Companies (ROC), the company has a statutory obligation to maintain its register by complying with its annual and other obligations as defined in the Companies Law.

Updating the company’s particulars

• Updating the registered office address
• Updating the directors and secretary
• Updating the share capital and shareholders

For these updates the following applies:

• The ROC must be notified within 14 days from the date of the change.
• The notification is submitted through the ROC e-filing system.
• A fee of €20 is payable (an additional €20 for the accelerated procedure).
• Late filing fee: €50 on the first day of non-compliance and a further €1 for every day the failure continues, up to a maximum of €250.

Filing of annual returns and financial statements

Every company draws up an annual return (HE32) once every calendar year, including essential information about the company as at the date of its drafting. The annual return must be accompanied by the audited financial statements (AFS) of the previous year (i.e. the 2024 annual return is accompanied by the 2023 AFS). The directors are responsible for keeping proper books of account and records.

The filing fee for the annual return is €20 (an additional €20 for the accelerated procedure). Late filing fee: €50 on the first day of non-compliance and a further €1 for every day the failure continues for the first 6 months, rising to €2 per day thereafter, up to a maximum of €500.

The annual return is submitted only through the ROC e-filing system. The annual return date is defined as follows:

• For a newly incorporated company: the day following the expiry of 18 months from the date of incorporation.
• For an existing company: the date on which one year lapses from the date of the last filed annual return.

Obtaining certified copies / certificates

Requests for copies/certificates can be submitted online through the ROC e-filing system:

• €20 per certified copy/certificate, or
• €40 for a certified copy of the memorandum and articles of association;
• an additional €20 per certified copy/certificate for the accelerated procedure.

Updating the register of beneficial owners

The beneficial owner (BO) of a legal person is the natural person who ultimately owns or controls it. Ownership or control can be exercised through:

• holding 25% or more of the shares, directly or indirectly; or
• voting rights; or
• significant influence or control by other means.

Every legal entity (e.g. company, partnership) and each of its officers/partners must submit the details of its beneficial owners to the register. Entities include Cyprus companies incorporated or registered under the Companies Law Cap. 113, European companies and partnerships.

Exempted entities include overseas companies, trade names, and companies or other legal entities listed on a regulated market subject to EU disclosure requirements or equivalent international transparency standards.

To obtain access to the system, the legal entity must create a profile on the gov.cy gateway (ex-Ariadni) and authenticate it by arranging an appointment at a Citizen Service Centre.

The beneficial owner register must be updated:

• New registrations: no later than 90 days from the date of incorporation.
• Change of BO information: no later than 45 days from the date of the change.
• Confirmation of BO information: annually, between 1 October and 31 December.

In case of non-compliance, the entity and each of its officers are liable to a fine of €200 and a further €100 for each day the violation continues, up to a maximum of €20,000.

Updating the register of charges

A company may create a charge over its assets as security for its debts, provided its articles of association permit it. The particulars of every charge created by the company, and of every acquisition of property already subject to a charge, must be submitted to the Registrar of Companies within:

• 21 days from creation, if the charge was created in the Republic and relates to property in the Republic;
• 42 days from creation, if the charge was created outside the Republic and relates to property in the Republic;
• 21 days from the acquisition of property already subject to a charge created in the Republic and relating to property in the Republic;
• 21 days from receipt in the Republic of the document creating the charge, if created outside the Republic over property outside the Republic;
• 42 days from the temporary certificate of continuation of a foreign company, for pre-existing charges;
• 42 days from the effective date of a cross-border merger, for pre-existing charges over the absorbed company’s assets;
• 21 days from acquisition of property with pre-existing charges as a result of a merger with a Cyprus company.

Submission is made via the ROC e-filing system, accompanied by:

• the document creating the charge (or a certified copy);
• the fee depending on the value of the charge:

  Value of charge (€)	Fee
  0 – 17,086.01	€140
  17,086.01 – 34,172.03	€240
  34,172.03 – 85,430.07	€380
  85,430.07 – 170,860.14	€540
  over 170,860.14	€640

• an additional €20 for the accelerated procedure;
• the court order extending the time of submission (if not filed within the above timeframes), with an additional €20 fee;
• a certified Greek translation of the document creating the charge.

The company must also register every amendment or change in the particulars of a charge, any assignment of a charge and any acquisition of property already subject to a charge.

Updating the register of mortgages

A company registered in Cyprus may mortgage its immovable property in the Republic as security for its debts, if its articles of association allow it. The particulars of every mortgage must be submitted to the Registrar of Companies within 21 days from its registration with the Department of Lands and Surveys, via the e-filing system, accompanied by:

• the document creating the mortgage;
• a fee of €20 (irrespective of the mortgage value), plus €20 for the accelerated procedure;
• the court order extending the time of submission, if not filed within 21 days, with an additional €20 fee.

If the secured debt has been paid in full or in part, the form for the settlement of the registered mortgage must be submitted within 21 days from the date of settlement.