What is the annual return?
The Annual Return (also known as form HE32) is a statutory document that Cyprus companies must submit to the Company Registrar each year as provided for in section 118 of the Companies Law.
The annual return is like a photograph of the state of affairs of a company which needs to be submitted every year and it gives the public a snapshot view of the situation of the company.
Content of the annual return.
The Annual Return contains the following information:
- 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.
- 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.
Date of filing and frequency.
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 and then submitted to the Registrar of Companies together with a copy of the audited financial statements.
The annual return is prepared once every year, within 12 months from the previous annual return.
Late Filing penalties
As of June 2021 there is a fine imposed to a company if it does not file the annual return on time.
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.
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.
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.