CYPRUS Law and Practice Contributed by: Ioanna Solomou, Stephanos Ayiomamitis, Andria Kouloumi and Lefteris Eleftheriou, Michael Kyprianou & Co LLC
by the board of directors. Failure to file the audited financial statements can result in penalties and admin - istrative fines. In addition to the annual financial statements, all companies in Cyprus are required to submit annual tax returns. In most cases this is done electronically through the Tax Department’s online portal. Late submission of tax returns may result in penal - ties or interest charges. To avoid unnecessary fines, ensure that tax compliance obligations are planned well in advance and supported by proper record- keeping. Where a company is also registered for value-added tax (VAT), it is required to file quarterly VAT returns. 5.2 Corporate Governance Arrangement Disclosure In Cyprus, there is no general, standalone obligation applicable to all companies to disclose their corporate governance arrangements in annual reports or other public filings. Such disclosure requirements arise only in specific contexts, primarily for publicly listed com - panies or entities subject to sector-specific regulation. Outside these cases, private companies are not sub - ject to mandatory corporate governance disclosure requirements, beyond general obligations relating to financial reporting and statutory filings with the Regis - trar of Companies. As such, any disclosure of govern - ance arrangements by non-listed entities is generally voluntary or driven by internal policy or best practice considerations, rather than a strict legal requirement. 5.3 Incorporation and Registration In Cyprus, companies are incorporated and registered with the Department of Registrar of Companies and Intellectual Property, which operates under the Minis - try of Energy, Commerce and Industry. This authority is responsible for maintaining the official register of companies and overseeing corporate filings and com - pliance with the Companies Law Cap 113. Cyprus companies are subject to a number of ongoing filing obligations. These include, most notably:
• the annual return (HE32), which must be filed together with financial statements; • updates relating to changes in directors, secretary or registered office; • allotments and transfers of shares; • charges and mortgages; and • where applicable, special resolutions and amend - ments to the company’s constitutional documents. Most of these filings are publicly available through the Registrar’s records and can be accessed upon payment of a nominal fee, forming part of the public register and ensuring corporate transparency. Failure to comply with filing obligations may result in financial penalties and late filing fees, and in more serious or persistent cases the company and its offic - ers may be subject to criminal liability. The Registrar has supervisory and administrative powers, including the authority to: • impose penalties; • maintain and update the register; • refuse or reject filings that do not comply with statutory requirements; and • initiate strike-off procedures for companies that fail to meet their obligations. While the Registrar does not function as a prudential regulator, it plays a key role in ensuring compliance with corporate formalities and maintaining the integrity and transparency of the corporate registry system in Cyprus. 5.4 Global Anti-Money Laundering In Cyprus, AML obligations for companies are pri - marily governed by the Prevention and Suppression of Money Laundering and Terrorist Financing Law of 2007 (as amended) (the “AML Law”), which trans - poses relevant EU AML directives. Importantly, these obligations do not apply to all companies, but only to entities classified as “obliged entities” under Article 2A of the AML Law. These include, inter alia, credit and financial institutions, auditors, external accountants and tax advisers, independent legal professionals (in specific circumstances), corporate service providers, real estate agents, gambling service providers, and
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