Cyprus is a popular jurisdiction for company formation due to its favorable tax regime, strategic location, and business-friendly environment. In order to maintain company’s good standing and comply with local regulations, Cyprus companies must adhere to various annual administrative requirements and filings. This article outlines the key obligations for Cyprus companies to ensure compliance with the Cyprus Companies Law and other relevant regulations.

Here's a breakdown of the main requirements for a Cyprus company administration and its filings:
Company’s structure changes: Any changes in company details, such as registered office, directors, secretary, or share capital, must be notified to the Registrar of Companies within specified timeframes. Generally, changes must be reported within 14 days. Relevant forms shall be submitted to the Registrar of Companies either in electronic form or in a hard copy.

Ultimate Beneficial Owners (UBO) Registry: The details of the UBO of a Company are submitted electronically to the registry of the beneficial owners. In case the information is not submitted on a timely manner or in the event of failure to comply, the corporate or other legal entity and each of its officers shall be subject to a fine of two hundred Euros (€200) and a further fine of one hundred Euros (€100) for each day of continuation of the violation with a maximum charge of twenty thousand Euros (€20,000), in addition to potential criminal liability.

Maintaining Statutory Records: Each Company is required by Companies Law (Cap.113) to keep and maintain Statutory Records at their Registered Office. These records include, among corporate certificates, Memorandum and Articles of Association and others, a Register of Directors, a Register of Secretaries, a Register of Shareholders, and a Register of Charges. Any updates shall be duly updated with the Corporate Registers and the Registrar of Companies.

Annual General Meeting (AGM): All Cyprus companies must hold an AGM within 18 months of the company incorporation and annually thereafter. This annual meeting allows shareholders to discuss company matters, approve financial statements, and appoint directors. Once the meeting is held a relevant resolution shall be passed to evidence the same.
Annual Return: Following the AGM and the execution of the Financial Statements, the companies have to file an Annual Return with the Registrar of Companies through the e-filing system of the Registrar of Companies. An Annual Return is submitted along with the Financial Statements of the Company and a subsequent fee for filing is paid to the Registrar of Companies. The Annual Return shows any changes in the company’s structure regarding shareholders, directors, or the company secretary during the year.

Audited Financial Statements: Companies must prepare audited financial statements according to Cypriot accounting standards. Most often the Financial Period ends 31/12 and coincides with the Tax Authorities period. Financial Statements can be prepared either in Greek or English languages and shall be audited by one of the licensed audit firms in Cyprus. Further to recent updates in local legislation companies which meet specific criteria can opt for a review of their financial statements from a licensed Cyprus Auditor instead of performing a full audit, however additional guidance will be released as the legislation unravels.

Annual Income Tax Return: Cyprus companies shall submit to the Tax Authorities its Annual Income Tax Return (TD4), based on the audited Financial Statements of the Company. The Income Tax Return is currently due 15 months after the tax year end. The Income Tax Return form includes details of the income and expenses of the company and is submitted to the tax authorities.

Summary Information Table: This table discloses information about the Company’s annual intercompany transactions with related parties. It will include details of the counterparties, category of intercompany transactions entered into, and amount per transaction category.
This table is to be completed in cases where there are transactions with related parties, irrespective of their value and is to be submitted along with the company's tax form for the year.
For the financial audits of year end 31 December 2022, the submission deadline for the respective Summary Information Table is 30 November 2024, according to an announcement made on the 23 February 2024 by the Taxation Department. In case the Summary Table is not submitted by the designated date 30/11/2024 an administrative penalty of €500 will be charged to the obliged Company.

Provisional Tax: Provisional tax on the current year’s taxable profit in two equal instalments is payable on 31st July and 31st December. The provisional tax assessment may be revised by the taxpayer at any time before 31 December of the tax year to which it relates. Any underpayment may be corrected by 1 August of the following year to avoid interest being charged.

Annual Levy: in February 2024 the Annual Levy (EUR 350) that was introduced in 2011 as part of fiscal consolidation measures implemented after the economic crisis, has been abolished by the government. Companies that have already paid the Annual Levy for 2024 will be subject to a refund. Those Companies that have not yet paid the Annual Levy for any year from 2011 to 2023, will have to proceed with its payment, including applicable penalties.

VAT Return: Those companies that are registered for VAT must submit quarterly its VAT returns to the Tax Department. The VAT return shall be filed by the 10th day of the second month following the end of each VAT quarter. The return should contain total sales, purchases, output VAT, and input VAT for the period. In case any VAT amounts are due, arrangements should be made to have the quarterly liability paid within the submission deadline, in order to avoid a 10% penalty calculated on the VAT amount due.

VIES Return: Cyprus companies must file a VIES return if they supply goods or services to VAT-registered customers in other EU member states. VIES returns shall be submitted monthly by the 15th day of the month following the month in which the transactions took place.The VIES return is filled electronically and includes details of the customer's VAT number in the other EU country, the total value of the goods or services supplied, and the nature of the transactions.
EORI: Cyprus companies involved in the import or export of goods outside the European Union (EU) are required to obtain an Economic Operators Registration and Identification (EORI) number. The EORI system helps streamline customs procedures and is a mandatory requirement for businesses engaged in international trade.

Employer's Return (IR7): If the company has employees, an annual Employer’s Return (IR7) must be submitted. The return is due by the 31st of July each year for the previous tax year. The form states the details of salaries, wages, and other remuneration paid to employees, as well as the total tax and social insurance contributions withheld.

Social Insurance Contributions: If the Company has employees, it must make monthly social insurance contributions for their employees. Contributions are due by the end of the month following the month for which the contributions are made. Social Insurance Contributions include payments for social insurance, national health insurance, and other employment-related funds.

Marina Kharchenko
LLB, LLM, Advocate - Legal Advisor
www.pravo.com.cy
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