The Cyprus HE32 Annual Return 2026: Deadline, Fee, Who Signs & Late-Filing Penalties

Every Cyprus company, from a dormant holding vehicle to a busy trading business, owes the Registrar of Companies one document each year that keeps it on the register: the HE32 annual return. It is cheap and mechanical to file — and expensive to forget. This guide sets out exactly what the HE32 is, when it is due in 2026, the fee, who must sign it, and what happens if you miss the deadline.Companies Law Cap. 113, s.118–121 (annual return)

The HE32 is separate from the tax return. The Registrar of Companies wants the HE32; the Tax Department wants the TD4 corporate tax return. Both rely on the same audited or reviewed accounts, but they are filed with different authorities on different deadlines — a distinction that trips up new company owners every year.

What is the HE32 annual return?

The HE32 is the statutory annual return that confirms a Cyprus company's key corporate details — its directors, secretary, registered office, shareholders and share capital — as at a fixed "made-up" date, filed once a year with the Registrar of Companies together with the previous year's financial statements.

Think of it as the company's annual roll-call. It does not report profit, tax or activity; it is a corporate-governance snapshot that lets the public register stay accurate. The obligation to file it sits in the Companies Law and applies to every company on the register — limited by shares, limited by guarantee, trading, holding or dormant. The HE32 is filed on the standard Registrar form and, since the incorporation processnow runs through the Registrar's online system, is submitted electronically.Companies Law Cap. 113, s.118

When is the HE32 due in 2026?

The annual return is made up to a date no later than 14 days after the company's Annual General Meeting, and it must be delivered to the Registrar within 28 days of that made-up date. Because AGMs must be held no more than 15 months apart, every active company files an HE32 each year.

The timing chain is easy to follow once you see it laid out:

A newly incorporated company gets breathing room: its first annual return is made up to a date within 18 months of incorporation, and the first financial statements may cover a long period of up to 18 months. After that, the annual cadence settles in. The practical constraint is rarely the statute — it is the auditor's calendar, because the audited or reviewed accounts must be ready to accompany the HE32.

How much does the HE32 cost to file?

The government filing fee for the HE32 is €20 through the Registrar's electronic system. That is the only mandatory state charge for an on-time return — the €350 annual company levy that once applied was abolished from 2024.

Two other cost lines sit around that €20. First, if you file late the Registrar adds penalties (covered below) plus a €20 overdue-submission charge. Second, the professional fee: most owners have their corporate service provider or accountant prepare and submit the HE32, typically for €100–€250, often bundled into an annual compliance package alongside the registered office and accounting work. Where this fee sits in the full annual budget is mapped in our Cyprus company formation and running cost guide.Companies (Amendment) Law 2024 (annual levy abolition)

Who signs and files the HE32?

The HE32 must be certified by a director and the company secretary. They carry the legal responsibility for its accuracy and for filing it on time, even where a corporate service provider prepares and submits it on the company's behalf.

This is why the minimum officer structurematters in practice: a Cyprus company needs at least one director and a secretary (the two roles cannot be held by the same sole person), plus a registered office. The secretary usually coordinates the filing, but the director's signature confirms the return is true. Delegating the mechanics to an accountant is standard and sensible; delegating the responsibility is not possible — if the HE32 is late, the officers are the ones the Registrar pursues.

What information does the HE32 contain?

The HE32 captures the company's registered office, the full list of current directors and the secretary, the register of members (shareholders) with their holdings, the authorised and issued share capital, and details of any share transfers during the year.

• Registered office address in Cyprus.
• Directors — names and details of every current director.
• Company secretary.
• Shareholders and the number and class of shares each holds.
• Authorised and issued share capital (no statutory minimum applies; a nominal €1,000 is typical).
• Particulars of shares transferred since the last return.

The HE32 is a confirmation, not a change form. If directors, the secretary or the registered office changed during the year, those changes should have been notified separately on their own Registrar forms as they happened; the HE32 then simply reflects the up-to-date position. The beneficial-ownership (UBO) register is a distinct obligation filed on the separate UBO platform, not through the HE32.

Are financial statements attached to the HE32?

Yes. Except for the first annual return, the HE32 must be accompanied by the financial statements for the previous financial year, together with the auditor's report or the reviewer's conclusion. No accounts, no complete filing.

This is the link that catches people out. The HE32 form itself is a five-minute job, but it cannot be completed without signed accounts, and those accounts must be prepared and assured by an ICPAC-licensed professional. Every Cyprus company needs either a full statutory audit or, for small companies below €300,000 turnover and €500,000 gross assets, a lighter review engagement — the full rules are in our Cyprus audit requirements guide. So the real lead time on an HE32 is the audit timeline, not the form.Companies Law Cap. 113, s.121 (accounts annexed to annual return)

What are the penalties for filing the HE32 late?

A late HE32 costs a fixed €50 on the first day of default, plus €1 for every further day of delay, capped at €150 per return, together with a €20 overdue-submission charge. Persistent non-filing risks the company being struck off the register.

The penalty regime was reformed by the Companies (Amendment) Law N.18(I)/2024, which introduced the €150 cap for annual returns dated 2021 onwards — before that, uncapped daily charges could snowball into thousands of euros. The cap is welcome, but the €150 is per return, so a company several years behind faces the penalty multiple times over, plus the far more serious enforcement risk.Companies (Amendment) Law N.18(I)/2024 (late-filing penalty cap)

• Fixed penalty: €50 on the first day of non-compliance.
• Daily charge: €1 for each additional day, capped at €150 per return.
• Overdue fee: an additional €20 on late submissions.
• Strike-off risk: the Registrar can strike a persistently non-compliant company off; assets vest in the Republic and bank accounts freeze until (costly) reinstatement.

The knock-on damage usually dwarfs the fines. A company not in good standing struggles to obtain a certificate of good standing, stalls bank reviews, and cannot cleanly document dividends or tax residency — problems that cost far more than €150 to unwind.

Do dormant companies have to file the HE32?

Yes. There is no dormant-company exemption in Cyprus. A company with zero transactions must still hold an AGM, prepare financial statements, have them audited or reviewed, and file the HE32 — every year, until it is formally struck off or liquidated.

Owners who assume "no activity means no filings" quietly accumulate late-HE32 penalties and unfiled tax returns until the Registrar threatens strike-off. If a company genuinely has no future use, a managed strike-off or liquidation is almost always cheaper than years of dormant compliance. If you intend to keep it, budget for a modest dormant audit or review plus the annual HE32 and treat the filing as non-negotiable.

How do you actually file the HE32?

The HE32 is filed electronically through the Registrar of Companies' online system. In practice, most companies have their corporate service provider or ICPAC-licensed accountant prepare the form, attach the signed accounts, obtain the director and secretary certification, and submit it with the €20 fee.

1. Hold the AGM (or pass it in writing where permitted) and fix the made-up date within 14 days.
2. Finalise the audited or reviewed financial statements for the previous year.
3. Prepare the HE32 confirming directors, secretary, registered office, shareholders and share capital.
4. Have a director and the secretary certify the return.
5. Submit electronically with the accounts attached and pay the €20 fee — within 28 days of the made-up date.

Zeno coordinates this end to end: independent ICPAC-licensed accountants and auditors prepare the accounts and the HE32, and independent Cyprus Bar advocates handle any corporate changes, all under one fixed annual fee. Zeno is not a law firm — it coordinates these independent licensed professionals so a company owner deals with a single point of contact rather than juggling several.