25.01.2026
A DIRECTOR OF A CYPRUS COMPANY CANNOT AVOID CRIMINAL LIABILITY FOR NON-PAYMENT OF TAXES — AMENDMENTS OF 31.12.2025
On 31.12.2025, a rule was introduced which does not allow a director to avoid criminal liability for non-payment of taxes by resigning or being dismissed. The director’s liability extends to the entire term of his/her office, even if, by the time of administrative or judicial actions, he/she has already been removed from the Register of Directors and Secretaries in accordance with section 192 of the Companies Law, Cap. 113.
Section 53A of the Assessment and Collection of Taxes Law (4/1978) — Non-termination of the liability of a company director arising during the performance of his/her powers
(1) Notwithstanding the provisions of the Companies Law, a company director continues to bear any liability imposed on him/her in accordance with the provisions of this Law in connection with the company, if such liability relates to the period of performance of his/her powers, even if, at the time of commencement of any administrative or judicial proceedings in accordance with the provisions of this Law, he/she was removed from the register of directors and secretaries.
(2) For the purposes of this section and notwithstanding the provisions of the Companies Law, where the notification of change of officers provided for in paragraph (4) of section 192 of the Companies Law is filed in breach of the prescribed time limit, the director’s term of office shall be deemed to have terminated—
(a) on the date of the relevant change, if the notification is filed within twelve (12) months from the date of such change; and
(b) on the corresponding calendar day of filing of the notification in the immediately preceding year, if the notification is filed after the expiry of twelve (12) months from the date of the change.
(3) For the purposes of paragraph (1), “register of directors and secretaries” means the register maintained in accordance with the provisions of section 192 of the Companies Law.
FOR NON-PAYMENT OF WHICH TAXES, IN WHICH CASES AND WHAT LIABILITY IS BORNE BY A DIRECTOR OF A CYPRUS COMPANY
In accordance with section 51A of the Assessment and Collection of Taxes Law (4/1978), a director of a Cyprus company bears the following criminal liability:
Non-withheld taxes
1(a) — only in the case of intentional/fraudulent/deceitful non-payment or delay in payment of any taxes other than tax withheld in accordance with the Income Tax Laws of 2002–2014, the Special Contribution for the Defence of the Republic Laws of 2002–2013 (SDC) and the Special Contribution of Employees, Pensioners and Self-Employed Persons of the Private Sector Laws of 2011–2013.
Liability
3(a) —
(i) where the total amount of tax due is one thousand seven hundred euro (€1,700) or less — a monetary penalty of up to twenty per cent (20%) of the amount of tax due; and
(ii) where the amount of tax due exceeds one thousand seven hundred euro (€1,700) — in addition to the penalty provided for in subparagraph (i), punishment by imprisonment for a term not exceeding two (2) years, or both punishments.
Withheld taxes
1(b) — in any case of non-payment or delay in payment of tax withheld in accordance with the Income Tax Laws of 2002–2014, the Special Contribution for the Defence of the Republic Laws of 2002–2013 (SDC) and the Special Contribution of Employees, Pensioners and Self-Employed Persons of the Private Sector Laws of 2011–2013.
Liability
1(b)(i) legal person — a fine in an amount not exceeding €5,000.
3(a) — director
(i) where the total amount of tax due is one thousand seven hundred euro (€1,700) or less — a monetary penalty of up to twenty per cent (20%) of the amount of tax due; and
(ii) where the amount of tax due exceeds one thousand seven-hundred-euro (€1,700) — in addition to the penalty provided for in subparagraph (i), punishment by imprisonment for a term not exceeding two (2) years, or both punishments.
Deadline for filing the notification of change | Date of termination of the director’s term |
Within 12 months after the date of the change | On the actual date of the change |
Later than 12 months | On the calendar date of the late filing in the previous year |
Section 53A of the Assessment and Collection of Taxes Law (4/1978) — Non-termination of the liability of a company director arising during the performance of his/her powers
(1) Notwithstanding the provisions of the Companies Law, a company director continues to bear any liability imposed on him/her in accordance with the provisions of this Law in connection with the company, if such liability relates to the period of performance of his/her powers, even if, at the time of commencement of any administrative or judicial proceedings in accordance with the provisions of this Law, he/she was removed from the register of directors and secretaries.
(2) For the purposes of this section and notwithstanding the provisions of the Companies Law, where the notification of change of officers provided for in paragraph (4) of section 192 of the Companies Law is filed in breach of the prescribed time limit, the director’s term of office shall be deemed to have terminated—
(a) on the date of the relevant change, if the notification is filed within twelve (12) months from the date of such change; and
(b) on the corresponding calendar day of filing of the notification in the immediately preceding year, if the notification is filed after the expiry of twelve (12) months from the date of the change.
(3) For the purposes of paragraph (1), “register of directors and secretaries” means the register maintained in accordance with the provisions of section 192 of the Companies Law.
FOR NON-PAYMENT OF WHICH TAXES, IN WHICH CASES AND WHAT LIABILITY IS BORNE BY A DIRECTOR OF A CYPRUS COMPANY
In accordance with section 51A of the Assessment and Collection of Taxes Law (4/1978), a director of a Cyprus company bears the following criminal liability:
Non-withheld taxes
1(a) — only in the case of intentional/fraudulent/deceitful non-payment or delay in payment of any taxes other than tax withheld in accordance with the Income Tax Laws of 2002–2014, the Special Contribution for the Defence of the Republic Laws of 2002–2013 (SDC) and the Special Contribution of Employees, Pensioners and Self-Employed Persons of the Private Sector Laws of 2011–2013.
Liability
3(a) —
(i) where the total amount of tax due is one thousand seven hundred euro (€1,700) or less — a monetary penalty of up to twenty per cent (20%) of the amount of tax due; and
(ii) where the amount of tax due exceeds one thousand seven hundred euro (€1,700) — in addition to the penalty provided for in subparagraph (i), punishment by imprisonment for a term not exceeding two (2) years, or both punishments.
Withheld taxes
1(b) — in any case of non-payment or delay in payment of tax withheld in accordance with the Income Tax Laws of 2002–2014, the Special Contribution for the Defence of the Republic Laws of 2002–2013 (SDC) and the Special Contribution of Employees, Pensioners and Self-Employed Persons of the Private Sector Laws of 2011–2013.
Liability
1(b)(i) legal person — a fine in an amount not exceeding €5,000.
3(a) — director
(i) where the total amount of tax due is one thousand seven hundred euro (€1,700) or less — a monetary penalty of up to twenty per cent (20%) of the amount of tax due; and
(ii) where the amount of tax due exceeds one thousand seven-hundred-euro (€1,700) — in addition to the penalty provided for in subparagraph (i), punishment by imprisonment for a term not exceeding two (2) years, or both punishments.