Amendments to the Cyprus Companies Law, Cap. 113 enforceable as of 18 December 2019


Dear Clients,

As you were already informed with our previous newsletter, the Companies (Amending) Law (No.3) of 2018 which was published in the Official Gazette of the Republic of Cyprus on December 18, 2018 introduced certain changes to the Companies Law, Cap. 113.

We would like to take this opportunity to remind you of the amendments that will become effective as from December 18, 2019.


Annual Return

Each company registered in the Republic of Cyprus must submit an Annual Return (otherwise known as form HE32) to the Registrar of Companies accompanied with the company’s audited Financial Statements of the preceding year. The Annual Return must be submitted within 28 days from the Annual General Meeting of the company and provides an overall view of the company’s details as at the date of the General Meeting.


As of December 18, 2019, certain administrative penalties will be imposed on each company in case of failure to comply with the above statutory requirements:


Annual Returns for all years up to 2018 inclusive, should be submitted to the Registrar of Companies by 18 December 2019, in order to avoid penalties. Annual Returns for the year 2019, accompanied by 2018 audited Financial Statements should be submitted on or before 28 January 2020.


Administration of Companies

Apart from the above, an administrative penalty of €50 plus €1 for each day of delay up to a maximum penalty of €250 will be imposed by the Registrar of Companies for late filing of the below notifications starting from December 18, 2019.


Notification Requirement


Allotment of Shares

1 month as of date of resolution

* unless a court order for the extension of time for the filing of the allotment is granted, in which case the penalties are imposed until the date of submission of the court application

Transfer of Shares

14 days as of date of transfer

Change of Registered Office

14 days as of date of change

Change of Directors and Secretary

14 days as of date of change

Overseas Companies: Change of registered office, director, secretary, authorized persons or the company’s details.

15 days as of date of any change

It is therefore imperative that all companies finalize pending audited Financial Statements up to the year 2018 and submit outstanding Annual Returns to the Registrar of Companies in order to avoid any penalties being incurred.

The author of the article is Michalis Parides.

Michalis is a junior legal consultant at Royal Pine & Associates. He is a holder of an LL.B from the University of Essex and an LL.M from the University of Leeds.


* This publication has been prepared as a general guide and for information purposes only. It does not purport to be comprehensive or to render legal advice. 

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