In order to carry out a Cyprus company strike off / Cyprus Company deregistration / deletion, the Cyprus Company:
1) Firstly pays off its creditors.
2) Any debit balances / balances due by related parties are collected / paid off.
3) The Cyprus Company’s balance sheet ultimately ends up with retained earnings / share capital and bank or cash balances. Any amount of cash or debtors represented by the issued share capital normally does not create any issues.
4) Distribution of retained earnings to its shareholders.
5) If the Cyprus Company belongs to a group of companies, related party balances may be transferred through journal entries to other companies via reorganisation without the need of converting anything into cash or cash at bank. Care is also needed in case of decision to write off or waive any balances due by or to the Cyprus Company as this may create Cyprus tax consequences.
6) If the Cyprus Company is registered for VAT purposes, it should be deregistered.
7) If the Cyprus Company is registered with the Cyprus Social Insurance department, it should be deregistered.
8) The Cyprus Company should close all its bank accounts. A bank account may remain open if a refund is expected from the Cyprus Tax Department when examining the Company’s tax returns (Please refer to paragraph 13 below).
9) The Cyprus Company prepares all financial statements including financial statements up to the date of the decision to strike off (Deregister) the Cyprus Company from the Cyprus Registrar of Companies.
10) The Cyprus Company should then submit its tax returns including the tax return related to the financial statements up to the date of the decision to strike off (Deregister / delete) the Cyprus Company.
11) Convening an extraordinary general meeting for a company’s decision to strike off / deregister / delete the Cyprus company from the Cyprus Registrar of Companies.
12) The Cyprus Company should then prepare a letter addressed to the Cyprus Tax Department requesting examination of all related financial statements and for the issuance of a final tax clearance stating that the financials statements have been examined and the Cyprus Company has no tax liability. A copy of the relevant minutes to strike off (Deregister / delete) the Cyprus company should also accompanying the letter. It is recommended that in order to help the Cyprus Tax Department speed up the procedure, copies of the company’s last six-year financial statements and tax returns should also accompany the letter.
13) The Cyprus tax department examines and agrees that there is no tax liability or if there is a tax liability is fully settled. The Cyprus Tax Department then finally issues a final tax clearance.
14) All Cyprus Company’s directors sign a solvency statement (affidavit). The declaration is sworn before a notary. The affidavit is a confirmation the Cyprus company has no assets or liabilities whatsoever no longer carries any activities and does not intend to carry any in the future.
15) A notification to strike off the Cyprus Company signed by the directors is filed with the Cyprus Registrar of Companies stating that the Cyprus Company ceased operations and currently has no assets or liabilities. Copy of the final tax clearance issued by the Cyprus Tax Department is also submitted with the Cyprus Registrar of Companies.
16) The Cyprus Registrar of Companies within one month publishes in the Cyprus Gazette that the Cyprus Company will be struck off (Deleted) and that the Cyprus Company’s name will be removed from the Cyprus Registrar of Companies register within three months.
17) After the elapse of the three months and provided that no person or entity has brought any objection against the Cyprus company, the Cyprus Registrar publishes in the Cyprus Gazette Cyprus Company’s strike off / deregistration / deletion.
1) The whole process usually takes 6 -9 months.
2) Any Cyprus Authority may intervene in the process if any of the above procedures is not followed.
3) Before the elapse of twenty years from the date of the publication in the Cyprus Official Gazette, the Cyprus Company’s name can be reinstated by a decision of the Court at the request of the Cyprus Company, a member or a creditor.
4) In case local directors have been appointed by us, it is our firm’s policy that directors should resign prior to the application to the Cyprus Registrar of Companies for the Cyprus Company strike off / deregistration / deletion. Designated directors who will be signing the relevant documentation should be appointed by existing shareholders.
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Published: March 2018
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.
PKF Cyprus firms are member firms of the PKF International Limited network of legally independent firms and do not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.