Strike-Off Process for Cyprus Companies
In Cyprus, the competent authority has increasingly used its statutory powers to remove companies from the official register when they fail to comply with their legal obligations. The key legislation governing this is Companies Law Cap. 113 (the “Law”). Under Article 327 the Department of Registrar of Companies and Intellectual Property (DRCIP) (the “Registrar”) may strike a company off the register if it fails to file its Annual Returns together with the required financial statements or otherwise does not conduct business in a manner consistent with its statutory duties.
Why Companies Get Struck Off
One of the most common triggers is non-submission of the annual return and financial statements for a company. Once the Registrar notices that a company has not fulfilled its filing obligations, it will issue an initial letter to the company’s registered address. If no response is received within one month, a second letter follows. Should the company still fail to reply within that subsequent period, the Registrar will publish a notice in the Official Gazette placing the company in an impending strike-off position. After the notice becomes effective and three months have passed without objection, the company is formally removed from the register.
Consequences of Being Struck Off
Once a company is struck off, it ceases to carry on business legally and cannot enter into contracts or incur liabilities in its own name. Its status is updated on the register accordingly. However, it is essential to note that director liability may continue even after strike-off: the liabilities existing at the time of strike-off can still be enforced as if the company had not been removed.
Can the Company Be Reinstated?
Yes. The law allows for conversion of a struck-off company back into the register. Under Section 327(7) of the Law, shareholders, directors or creditors may apply to the Court for revival of the company. Alternatively, for companies struck off due to default filings or fees, an administrative restoration (Form HE64) may be available within a prescribed time-frame (typically 24 months). Once restored, the company is treated as if it never left the register, but all filings and fees due for the intervening period must be completed.
How We Can Assist You
First, we can perform a comprehensive compliance audit of your company’s filings, identifying any missing Annual Returns, financial statements or fees owed to the Registrar of Companies and Intellectual Property (Cyprus). We’ll provide a clear status report and a remediation plan to bring your company back into good standing.
If your company has already been struck off, we can advise on restoration options. This may include either an administrative reinstatement under the law or, if needed, a court application to revive the company. We’ll assess the most efficient route for you and assist with the required documentation and applications.
We’ll also guide you through director liability risk mitigation, explaining how existing liabilities may survive the strike-off and what steps you should take to protect personal and corporate interests.
Should the company still be active but at risk of strike-off, we can help you implement pre-emptive governance and compliance measures: setting up timely filing calendars, internal controls, director duties, and communication procedures with the Registrar. This helps avoid future distress and ensures continuity.
Finally, we provide ongoing support and monitoring services, including assistance with annual returns, financial statements, regulatory correspondences, and liaising with the Registrar on your behalf—so you stay ahead of deadlines and reduce the chance of unexpected outcomes.
Feel free to contact us for further professional assistance.
Disclaimer: The information contained in this article is provided for informational purposes only, and should not be construed as legal advice on any matter. Andria Papageorgiou Law Firm is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information.
