What dormant does not mean in law
In everyday language dormant means: nothing happens. No turnover, no invoices, often no bank account.
In law it means: nothing. The Companies Law Cap. 113 does not recognise the state as a ground for exemption. The obligations hang on registration, not on activity. As long as the company stands on the register, the same applies to it as to any other.
One of the sources we checked states expressly that there is no exception for dormant, inactive or foreign-owned companies.
The four obligations that remain
| Obligation | To whom | Also without activity |
|---|---|---|
| Annual return HE32 with accounts | registrar | yes |
| Annual accounts under Article 152A | registrar | yes |
| Corporate tax return, with nil entries | tax department | yes |
| Confirmation in the UBO register | registrar | yes |
The nil return is no contradiction: that no profit arose does not exempt you from the return, it is its content.
On the annual return see the guide to the HE32, on the annual confirmation the guide to the UBO register.
What it costs
Officially little: €20 for the annual return.
The cost sits in the fees, and they arise largely regardless of how much happened:
- Accounts and review or audit. Even accounts with no turnover have to be prepared and signed.
- Company secretary and registered office. Both are required and run on.
- Bookkeeping, even on a small scale.
What a company costs in total is in the guide to the cost of a Cyprus company.
Leaving it to lie is not a solution
Anyone who stops filing does not dissolve the obligation but creates arrears.
Late filing fees accrue. Capped at €150 per return for the HE32, and up to €5,000 per company for the UBO register. For each year in which nothing happens.
Striking off follows. Under Article 327 of the Companies Law the registrar can strike a company in default off the register, and that is current practice.
A striking off sounds like the desired outcome and is not. It happens at a time the authority decides, it removes no open liabilities, and the company’s assets pass to the state. Anyone with a balance left on an account loses it.
The orderly route is a winding up. It costs money and takes time, but it has a timing you choose yourself and an end that is documented.
What we could not substantiate
- Whether very small dormant companies are exempt from audit. One source names limited exceptions, another expressly denies a size-based exception. We present neither reading as fact. What is not in dispute is that below €300,000 of turnover and €500,000 of total assets a review is possible instead of an audit.
- The name and deadline of the corporate tax return. The sources quote T.D.4 in some places and IR4 in others, and as a deadline either 31 January or 31 March of the second following year. The reform shifted something here, see the guide to the 2026 tax reform.
- Whether the extension for arrears to the end of 2026 applies generally. We found it in one source, not in an official notice.
If you are considering mothballing or winding up a company, that is a question with consequences over years: Cyprus setup from one place.
Bookkeeping: little is not nothing
The accounts of a dormant company are quick to produce if the books are kept, and laborious if nobody has looked at them for three years.
In Volk Accountant a company with no movement costs the same as one with movement, and the reports deliver the figures even when hardly any arose. Several companies sit side by side under companies, which makes the difference when one of them is dormant and two are not.