Company liquidation — Cyprus

Two authorities run the procedure: the Department of Registrar of Companies and Intellectual Property and the Insolvency Department; the rules sit in the Companies Law (Cap. 113).

What the company needs

• Solvency: the company can settle its debts within no more than twelve months from the start of the liquidation.
• A declaration of solvency: sworn by a majority of the directors no earlier than five weeks before the resolution to liquidate, and filed with the registrar before that date.
• A special resolution of the members approving the voluntary liquidation.
• A licensed liquidator: the procedure is run by a licensed insolvency practitioner.
• Up-to-date reporting: financial statements for the period up to the start of the liquidation.
• Closed tax registrations: corporate tax and, where applicable, VAT and social insurance.
• A clear picture of creditors, employees, leases and bank accounts.

What to close before dissolution

• Employment relationships and the payments that go with them.
• Leases, subscriptions and recurring services that keep drawing money.
• Bank accounts — once the settlements are finished and the remainder distributed.
• Licences and permits, where the company held any.

What the liquidator does

• Collects the assets and settles with the creditors.
• Distributes the remainder among the members.
• Calls the final meeting and prepares the closing report.
• Files the report with the registrar of companies; three months after the report is registered the company is treated as dissolved.

Timelines and fees

The timelines in the table come from the Cyprus Companies Law, Cap. 113 — ss. 137, 262, 266, 273 and 327 as in the 2014 English translation. Section 327A (administrative restoration) was added by Law 149(I)/2018.

The fees come from the forms and fees page of the Department of Registrar of Companies and Intellectual Property.

The annual company levy was abolished from 2024, but arrears for the years before 2024, where they exist, remain payable — and surface precisely at closing.

The intervals fixed by statute already add up to several months: a month’s notice of the final meeting and three months to dissolution after the report.

The twelve months for settlements is the period the directors state in their own declaration and answer for themselves. A closure is therefore planned with time to spare.

The tax side of a closure is calculated together with the corporate side: the rate, the distribution of profit and the consequences for members are covered on the corporate tax page.

FAQ

Liquidation or strike-off — which one?

A strike-off is cheaper and suits a company that never traded or stopped trading long ago. A liquidation is the full procedure, with a practitioner, settlements and a distribution of what remains.

What decides it is whether the company still carries obligations: while they exist, the cheaper route only postpones the question.

Can a closed company be brought back?

A struck-off one can: administratively within twenty-four months, and by court order within twenty years.

So where debts are unpaid a strike-off settles nothing — a creditor may seek restoration and bring the claim against the restored company.

How long does a closure take?

The mandatory intervals alone add up to several months: one month of notice for the final meeting and three months to dissolution after the report. The declaration and the resolution may sit no more than five weeks apart.

The twelve months for settlements is the period stated in the directors’ declaration, so a closure is planned with time to spare.

What happens to intellectual property rights?

They are best assigned to another entity before the procedure starts. The property of a dissolved company passes to the state as ownerless property, and recovering it from there costs more and takes longer than assigning the rights in time.

What if the debts exceed the assets?

Members’ voluntary liquidation is then the wrong route: the directors cannot sign the declaration of solvency and the procedure runs through the creditors’ route. Signing that declaration just in case is dangerous — personal liability attaches to it.