Cyprus Company Restoration 2026: How to Restore a Struck-Off Company to the Register

Discovering that your Cyprus company has been removed from the register — bank accounts frozen, assets technically vested in the Republic, contracts in limbo — is alarming, but rarely fatal. The Companies Law Cap. 113 provides two well-trodden routes back onto the register, and which one you use turns almost entirely on how long ago the strike-off happened.Companies Law Cap. 113

This guide explains why companies get struck off, walks through both the administrative and court restoration procedures, sets out the fees and realistic timelines, and — the part owners most often overlook — the tax and accounting catch-up that restoration reactivates.

Can a struck-off Cyprus company be brought back?

Yes. Cyprus law offers two routes: administrative restoration by the Registrar of Companies within 24 months of strike-off (Form HE64), and restoration by order of the District Court under section 327, available for up to 20 years from the strike-off date. The route is dictated primarily by timing and by whether the eligibility conditions for the faster administrative path are met.

Both routes end in the same place: the company's name is put back on the register and it is treated in law as if it had never been struck off. The difference is cost, speed and who can apply. Administrative restoration is quick, cheap and handled entirely at the Registrar; court restoration is slower and more expensive but has a far longer window and a wider class of eligible applicants.Companies Law Cap. 113, ss. 327 and 327A

Why do companies get struck off the register?

Most involuntary strike-offs follow persistent non-filing: the Registrar concludes the company is no longer carrying on business, usually because annual returns (HE32) and financial statements are overdue, or fees and penalties are unpaid. Companies can also be struck off voluntarily on the members' request once dormant and clear of liabilities.

• Failure to file the HE32 annual return and accompanying financial statements over successive years.
• Non-payment of fees, penalties or historic annual-levy arrears owed to the Registrar.
• The Registrar having reasonable cause to believe the company is not in operation.
• A voluntary request by the members where the company is dormant and has no outstanding liabilities.

Understanding the trigger matters, because administrative restoration is only open where the company was in fact carrying on businessat the time of strike-off. If it was genuinely dormant, or was struck off at the members' own request, the court route is usually the correct one. Keeping current on the obligations in our annual compliance checklist is what prevents a repeat.

How does administrative restoration (within 24 months) work?

A member or director files Form HE64 with the Registrar within 24 months of the strike-off date. The Registrar restores the company if it was carrying on business when struck off, all overdue documents are filed, all fees and penalties are paid, and the strike-off caused the applicant a disadvantage. The fee is 20 euros, plus an optional 20 euros to accelerate.

Introduced by the section 327A amendment, this administrative path lets an eligible applicant bypass the courts entirely. The application must be accompanied by every overdue form, report and set of financial statements from before the strike-off, together with all outstanding fees, charges and fines. Where company property or rights passed to the State on dissolution, written consent from the competent representative of the Republic is also required.Companies Law Cap. 113, s. 327A (Form HE64)

1. Confirm eligibility: less than 24 months since strike-off, and the company was trading when removed.
2. Prepare the arrears: bring all HE32 returns, audited financial statements and other overdue filings up to date.
3. Clear the account: pay every outstanding fee, penalty and levy owed to the Registrar.
4. File Form HE64 by hand or post with the 20 euro fee (add 20 euros for accelerated handling).
5. Restoration issues: the Registrar reinstates the company, issues a restoration certificate and publishes notice in the Official Gazette; the restoration date is the certificate's date of issue.

The conditions are cumulative — miss any one (most commonly the “carrying on business” test for a dormant shell) and the Registrar will decline, leaving the court route as the fallback.Registrar of Companies — Administrative Restoration guidance

How does court restoration (up to 20 years) work?

Where the 24-month administrative window has closed, or its conditions cannot be met, an interested party applies to the District Court under section 327. The application must be brought within 20 years of the strike-off. If the court is satisfied the company was carrying on business, or that restoration is otherwise just, it orders the name back on the register.

Eligible applicants are broad: the company, any member or creditor, or any other person who can demonstrate sufficient legal interest — for example someone who suffered loss or damage before the strike-off. The court has an equitable discretion and may attach conditions, typically requiring all pending documents to be filed and all overdue fees paid before or as a condition of restoration.Companies Law Cap. 113, s. 327

Once the order is granted, an official certified copy is lodged with the Registrar together with a 160 euro registration fee (plus an optional 20 euros for accelerated processing). The Registrar then restores the company and publishes the required Gazette notice. Because this route involves an advocate preparing and arguing an application, budget for legal fees on top of the statutory charges.Registrar of Companies — Restoring a Company by Court Order guidance

Administrative or court restoration: which route applies?

Use the 24-month test first. If you are inside 24 months and the company was genuinely trading, administrative restoration on Form HE64 is faster and far cheaper. If you are outside 24 months, or the company was dormant or voluntarily struck off, or a State-vesting issue complicates matters, the court route under section 327 is the answer.

What is the legal effect of restoration?

On restoration the company is deemed to have continued in existence as if its name had never been struck off. That retrospective continuity is the whole point — it revives contracts, restores title to assets and reactivates bank relationships — but it also means the dormant compliance and tax obligations spring back to life for every gap year.

The continuity principle is not, however, a clean slate. It restores the company's legal personality; it does not erase the consequences of the years spent off the register. Third-party rights acquired in the interim, limitation periods, and regulatory and tax positions may all need separate consideration on the facts. Where assets had vested in the Republic as bona vacantia, restoration returns them, subject to any conditions the court or Registrar imposes.Companies Law Cap. 113, ss. 327–327A

What tax and compliance catch-up is required?

Because the company is treated as never having left the register, every annual return, set of audited accounts and corporate tax return for the gap years becomes due, along with any unpaid tax, surcharges and interest. Restoration reactivates obligations rather than cancelling them — the catch-up cost often dwarfs the restoration fee itself.

• HE32 annual returns for each missed year, with financial statements attached, plus late-filing penalties.
• Audited (or, if eligible, reviewed) financial statements for every gap year — see the Cyprus audit requirements for who qualifies for the lighter review engagement.
• TD4 corporate tax returns for each open year, based on those accounts, now on the reformed 15% corporate rate from 1 January 2026. Income Tax Law N.118(I)/2002 (15% corporate rate from 2026)
• Tax surcharges and interest on any late-settled corporate tax under the Assessment and Collection of Taxes Law. Assessment and Collection of Taxes Law N.4/1978
• Registrar fees, penalties and any annual-levy arrears outstanding at the date of strike-off.

In practice this is where a restoration project lives or dies: assembling several years of bookkeeping and audits can take longer than the restoration application itself. If the company has no genuine future use, it is often cheaper to let it stay struck off, or to have it re-incorporated fresh, than to fund years of retrospective compliance.

What does restoration cost and how long does it take?

The statutory fees are modest — 20 euros for administrative restoration or 160 euros to register a court order. The real cost is the arrears: back-year audits, tax filings, penalties and, for the court route, legal fees. Administrative restoration can complete in weeks; a court restoration typically runs several months.

A clean administrative restoration where accounts are broadly up to date is the best case — file HE64 with the arrears and fee, and the Registrar reinstates within weeks. A court restoration adds the time to prepare and list the application, obtain the order, and register it, so several months is realistic. Layered on top in both cases is the time to rebuild the accounting record for the missing years, which is usually the binding constraint. Zeno coordinates independent Cyprus Bar advocates for the court application and ICPAC-licensed accountants for the back-year audits and tax returns under one fixed-fee plan.