In the business landscape, there comes a time when striking off a company becomes a necessary step. For Cyprus companies, this process involves a series of procedures and considerations to ensure compliance with regulatory requirements and to mitigate any potential issues. According to article 327 (2A) of the Companies Law, Chapter 113, the Registrar of Companies may delete a company from the register upon the request of its Directors, which is delivered to the Registrar of Companies in a prescribed form and on the understanding that the company has fulfilled its obligations which arise from the Law. A company may apply to the Registrar of Companies for strike-off if it is no longer carrying on business or if it is no longer in operation.

Below is a comprehensive guide outlining the steps involved in striking off a Cyprus company, along with additional notes to aid in the process.

  1. Settling Financial Obligations:
    • Before initiating the strike-off process, the Cyprus Company must settle all outstanding debts with its creditors.
    • Clearing any debit balances or amounts owed by related parties is also essential at this stage.
  2. Reviewing Financial Position:
    • The Cyprus Company’s balance sheet should reflect retained earnings, share capital, and bank balances.
    • Any minor cash or debtors represented by the issued share capital typically don’t pose issues during the strike-off process.
  3. Distribution of Retained Earnings:
    • Retained earnings can be distributed to shareholders as part of the strike-off procedure.
  4. Transferring Related Party Balances:
    • For group companies, related party balances may be transferred through journal entries to other entities via reorganization, without the need for cash transactions.
    • Careful consideration is necessary when writing off or waiving any balances, as this may trigger tax consequences.
  5. Regulatory Compliance and Deregistrations:
    • Ensure that  the following have been complied with:
      • Obligations towards the Tax Department including VAT obligations
      • Obligations towards the Social Insurance Services
      • An injunction has not been issued against the company; and
      • The company is compliant with all its statutory filing obligations with the Registrar of Companies (i.e. submission of annual returns and annual levy payments)
    • Ensure Deregistration where applicable for:
      • VAT
      • Social Insurance Services
      • Declaration to the tax department that the company ceased operations
  6. Closure of Bank Accounts:
    • All bank accounts associated with the Cyprus Company should be closed, except if awaiting a refund from the Cyprus Tax Department.
  7. Financial Reporting:
    • Preparation of financial statements up to the date of the decision to strike off the company.
  8. Tax Compliance:
    • Submission of tax returns, including those related to financial statements up to the strike-off decision.
  9. Convening Extraordinary General Meeting:
    • An EGM though not mandatory under the relevant laws, is recommended to be held to formalize the decision to strike off the Cyprus Company. While there is no specific requirement for an EGM in the striking-off process under Cyprus Company Law Chapter 113, it’s essential to review the company’s articles of association to determine if any provisions regarding EGMs exist.
  10. Tax Clearance:
    • A letter addressed to the Cyprus Tax Department, accompanied by relevant financial statements and tax returns to request examination and issuance of final tax clearance is recommended.
  11. Directors’ Declaration and Solvency Statement:
    • All directors must sign a solvency statement confirming the company’s lack of assets, liabilities, or future activities. This application is typically made by the company’s directors, who must sign a declaration verifying that the company has ceased operations and has no assets or liabilities.
  12. Filing with Registrar of Companies:
    • Completion and submission of relevant form (HE60) applying for strike off declaring:
      • The director applying is authorized by the board of directors to submit the relevant,
      • The submission of the application for deletion of the company from the register of the Registrar of Companies as the company has never been active or ceased to be active when the company was dissolved,
      • All property and rights which in any way vested in or were held in trust for the company immediately before its dissolution (other than property held by the company in trust for another person) subject to and without prejudice to any decree which may at any time be issued by the Court, shall be considered stray and belong accordingly to the Republic and shall be and may be subject to handling in the same manner as other stray property which shall be transferred to the Republic, all outstanding annual reports have been submitted and
      • All fees related to maintaining the company on the register have been paid up to the date of application for deletion and the company has fulfilled all obligations under the Companies Act, Chapter 113.
    • Filing is done by hand post, or through the e-filing system of the Registrar of Companies.
  13. Publication and Finalization:
    • Provided that the Registrar of Companies is satisfied that all relevant legal requirements have been met he will proceed with registering the application and, make the relevant publication in the Official Gazette of the Republic of Cyprus that, following the expiration of three (3) months from the date of publication, the company will be struck off the Register.
  14. Application to Withdraw: 
    • If a company wishes to withdraw its application for voluntary strike-off, it may submit a withdrawal application for voluntary strike-off (form HE61) to the Registrar of Companies, before the expiration of the three (3) months period from the date of publication.
  15. Finalization:
    • Following the expiration of the period of three (3) months from the date of publication and providing that no objection to the company’s strike-off is filed, the company is struck off from the company register, the act is published in the Official Gazette of the Republic of Cyprus, and the status of the company on the register is updated.
  16. Issuance of a Certificate of Strike-Off:
    • If the company requires the issue of a Certificate of Strike off it may request to obtain certified copies/certificates of the company

Additional Notes:

  • Adherence to procedures is crucial to avoid intervention by Cyprus Authorities.
  • Reinstatement of a struck-off company is possible within twenty years, subject to court approval.
  • Resignation of directors and appointment of designated signatories are recommended before the application for strike-off.

How we can help

For further assistance or inquiries regarding the strike-off process of a Cyprus company, please do not hesitate to contact us. We are here to provide guidance and support throughout the procedure.

Contact details

Tel. +357 22 340000

Email: [email protected]

The authors expressly disclaim all and any liability and responsibility to any person, entity, or corporation who acts or fails to act as a consequence of any reliance upon the whole or any part of the contents of this publication.

Accordingly, no person, entity, or corporation should act or rely upon any matter or information as contained or implied within this publication without first obtaining advice from an appropriately qualified professional person or firm of advisors, and ensuring that such advice specifically relates to their particular circumstances.