1. Maintain Statutory Records

Companies  are  required  by  Company  Law  (Cap.113)  to  keep  and  maintain their  Statutory  Records  at  their Registered  Office.  These  records  include  a  Register  of  Directors,  a  Register  of  Secretaries,  a  Register  of Shareholders, and a Register of Charges.

Furthermore, additional documents need to be maintained:

•  The Certificate of Incorporation
•  The Certificate of Directors and Secretary
•  The Certificate of Shareholders
•  The Certificate of Registered Office
•  The Memorandum and Articles of Association
•  The Audited Financial Statements
•  Copies of the Annual Returns submitted to the Registrar of Companies
•  Minutes kept from General Meetings;

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2. Annual General Meeting

Companies Law (Cap.113) requires the Board of Directors of a Company to hold General Meetings (AGM) in order to resolve important decisions in accordance with the Articles of Association of the Company. For example:

•  Approval of the Audited Financial Statements
• The Election/Re-election of the Board of Directors
• The Appointment/Re-appointment of the Company’s Auditors and determination of their fees
• The Declaration of Dividends in case the Board of Directors have proposed it

The Meetings should be held in accordance with legislation and must be duly convened with appropriate notice as set in the law.

The resolutions passed in these meetings should be documented in minutes by the Company’s Secretary and kept at the Company’s Registered Office.

3. Filing of changes to the Registrar of Companies

Companies are obliged to inform the Registrar of Companies of any changes that will occur to their corporate structure, i.e. change of shareholders, directors, secretary, share capital, amendment of articles, or memorandum, etc.

Specific forms with required information duly completed, either by the secretary or the directors of the Company (sometimes to be accompanied with true copies of supportive resolutions for each action), should be submitted to the Registrar of Companies.

4. Payment of the Special/Annual Levy imposed on all Cyprus Companies

In accordance to the relevant legislation which is in force from the year 2011, all companies that are registered to the Registrar of Companies in Cyprus, have an obligation to pay a fee of 350 Euro on an annual basis (“Special/Annual Levy”).

The annual levy is compulsory for all registered companies in  Cyprus.  In prior years certain exceptions applied which were abolished through law amendments.

The levy must be paid by the 30th of June of every year. Thus, the annual levy for the year 2018, is due by 30 June 2018.

ANNUAL LEVY – 2018

Penalties for late payment:

In case of a late payment of the special levy, the following levy increases are payable:

€385 if paid between 1 July and 31 August 2018
€490 if paid between 1 September 2018 and 30 November 2018

Removal from the Register

If the annual levy is not paid within the period of five months (i.e. from 30th June), then the Registrar will remove the company from the Register in accordance with the provisions of the Cyprus Company Law.

Removal from the Register will restrict the company from filling documents or requesting certificates from the Registrar.

5. Submission of Annual Return (Form HE32) to the Registrar of Companies

A Company registered in Cyprus is required by the legislation, to submit to the Registrar of Companies, the Annual
Return (HE32 form) accompanied with the Audited Financial Statements, once a year, within 42 days of the date of the company’s annual general meeting, with the stipulation that this should never be later than 15 months after the date of the previous annual return. A company’s first annual return may be submitted up to 18 months from the date of its incorporation.

The submission is done once the Financial Statements:

• have been signed by the Board of Directors/ Nominees
• have been signed by the Secretary
• have been audited by an external Auditor (required by Tax Law)
• have been presented at the Annual General Meeting (AGM) to the shareholders of the company

The Annual Return contains the Company’s statutory information as at the date of the AGM and includes among other information: the Directors’ details, the Secretary’s details, the Registered Office, the Shareholders’ details, any Charges on the Company’s Assets.

Failure to submit the Annual Return within the time frames, will result in the deregistration of the company from the  Register  and  the  Registrar  may  impose  further  penalties  and/or  take  legal  actions  against  the  directors (depending on the case) in accordance with the Companies Act Cap.113.