Late Registration of Charge in Cyprus: Penalties, 21‑day Rule, Court Orders (HE24E) & HE28

Last reviewed: 24 May 2026

Every charge created by a Cyprus‑registered company must be filed with the Registrar of Companies within 21 days of its creation, or the security risks becoming void against a liquidator and other creditors. Late registration of charge Cyprus penalties are not limited to administrative fines, the real exposure is loss of priority in an insolvency and the practical inability to enforce the security without first obtaining a court order. This guide sets out the statutory framework under the Companies Law, Cap. 113, walks through the penalty arithmetic lenders and corporate secretaries need to budget for, and provides a step‑by‑step process for curing a late filing through the HE24E court‑order route.

Whether you are an in‑house counsel at a banking institution or an external adviser to a borrower, the sections below cover every form, deadline and risk you need to manage.

Key Takeaways

• 21‑day hard deadline. Section 90 of Companies Law, Cap. 113 requires delivery of prescribed particulars (Form HE24) to the Registrar within 21 days of the charge’s creation.
• Void against liquidator and creditors if missed. An unregistered charge is, so far as it confers any security on the company’s property, void against the liquidator and any creditor of the company (s. 90(1), Cap. 113).
• Court order needed after 21 days. The Registrar will not accept a late filing without a court order extending the time for registration, submitted on Form HE24E.
• Administrative penalties accrue daily. Late filing attracts a lump‑sum penalty plus a daily rate that increases after the first six months, quickly escalating the total cost.

Legal Framework: Companies Law Cap. 113 and Applicable Sections

The registration of charges and mortgages created by Cyprus companies is governed by Part IV of the Companies Law, Cap. 113, principally sections 90 through 95. These provisions impose a mandatory registration regime designed to protect third‑party creditors by ensuring that the public register accurately reflects the encumbrances on a company’s assets.

Sections 90–95 at a Glance

Section 90 establishes the obligation to register and the 21‑day time limit. Section 91 lists the classes of charges that require registration, including charges on land, book debts, uncalled share capital, floating charges on the undertaking or property of the company, and charges on calls made but not paid. Section 92 deals with the duty of the company to keep a register of charges at its registered office. Section 93 addresses the Registrar’s duty to maintain an index of charges. Section 94 provides the mechanism for the court to extend time for registration, which is the statutory basis for the HE24E application.

Section 95 deals with the memorandum of satisfaction, the process for removing a charge once it has been discharged.

Who Must File and the HE32 Connection

The obligation to deliver the particulars to the Registrar falls on the company, although in practice the chargee (lender) often files to protect its own security interest. Failure to file is also an offence by every officer of the company who is in default. It is worth noting that particulars of registered charges appear in the company’s Annual Return (Form HE32), so a missed charge registration can surface as a discrepancy during the HE32 review cycle, triggering additional scrutiny from the Registrar. The Registrar’s published guidance on charge filings sets out the practical criteria the Department applies when reviewing submissions.

Do Charges Need to Be Registered? When and Why

Yes, every charge falling within the categories listed in section 91 of Cap. 113 must be registered. The registration requirement covers fixed charges and mortgages over immovable property, floating charges on the company’s undertaking, charges on book debts, and security interests over shares and intellectual property, among others. The purpose is twofold: to give constructive notice to other creditors and to preserve the chargee’s priority in the event of insolvency.

Types of Charges and Registration Routes

Cyprus law distinguishes between several types of registrable security interests:

• Fixed charge / mortgage over immovable property. Registered both at the Department of Lands and Surveys and with the Registrar of Companies.
• Floating charge. Covers all present and future assets of the company; crystallises into a fixed charge on a specified event (typically default or liquidation).
• Charge on book debts. Common in receivables financing; filed with the Registrar using Form HE24.
• Equitable charge / charge by deposit of title deeds. Must still be registered; failure is fatal to priority.
• Charge created by assignment as security. Includes assignments of receivables or insurance policies granted as collateral.

Regardless of the type, the filing route is the same: complete Form HE24 with the prescribed particulars and deliver it to the Registrar within the 21‑day window. The form must be accompanied by the original instrument creating the charge, or a certified copy, and the applicable filing fee.

When Does the 21‑Day Clock Start? Practical Start Points and Exceptions

Understanding when the 21‑day time limit for charge registration in Cyprus begins to run is critical for lenders and their advisers. Section 90 of Cap. 113 refers to 21 days “after the date of the creation” of the charge. In practice, determining the creation date can be less straightforward than it appears.

Creation vs. Registration: When the Clock Begins

The creation date is the date on which the charge comes into existence as a matter of law, not the date of the loan advance, nor the date the document is notarised. For a charge created by deed, the creation date is typically the date of execution and delivery. For a floating charge contained in a debenture, it is the date the debenture is executed. If the security is conditional, the 21‑day period starts only when the condition is satisfied and the charge becomes effective.

Consider these illustrative scenarios:

• Standard facility agreement with fixed charge. The charge is created on the date the security document is executed by the borrower. If the agreement is signed on 1 March, the filing deadline is 22 March.
• Loan advance deferred after execution. Even if drawdown occurs weeks later, the clock runs from execution, not from the advance date. Lenders who wait for drawdown before instructing filing risk missing the window.
• Security created outside Cyprus. For a charge created outside Cyprus over assets of a Cyprus company, section 90(5) of Cap. 113 provides a 21‑day period from the date on which the instrument could, in due course of post, have been received in Cyprus. In practice, this offers only a brief additional buffer.

Assignments, Novations and Cross‑Border Nuances

Where a charge is created by way of assignment (for example, an assignment of receivables as security), the creation date is the date of the assignment, not the date of the underlying receivable. If a charge is novated, a fresh registration may be required within 21 days of the novation. Industry observers expect the Registrar to continue treating each new security interest arising from a novation as a separate registrable event, requiring its own HE24 filing.

Late Registration of Charge Cyprus Penalties: The 21‑Day Time Limit and Court‑Ordered Extension (HE24E)

If the 21‑day deadline is missed, the Registrar will refuse to accept the filing unless the applicant first obtains a court order extending the time for registration. This is the single most important procedural reality that lenders need to internalise: there is no administrative grace period and no discretionary waiver available from the Registrar. The statutory gateway for late registration is section 94 of Cap. 113, and the prescribed form for submitting the court order to the Registrar is Form HE24E.

How the Court Decides Whether to Extend Time

Section 94 gives the court a broad discretion to extend time “on such terms and conditions as seem to the court just and expedient.” In exercising that discretion, the court will typically consider:

1. The reason for the delay. Administrative oversight, postal delays, or solicitor error are commonly accepted. Deliberate non‑registration is viewed less favourably.
2. Prejudice to third parties. The court will assess whether any creditor or other party has acquired rights in the interim that would be prejudiced by late registration. The standard condition is that registration shall be “without prejudice to the rights of parties acquired prior to the time when the charge is actually registered.”
3. The length of the delay. Shorter delays are more readily excused, although courts have granted extensions even after several months where the other factors are favourable.
4. Whether the charge has been acted upon. If the security has been relied upon in dealings with the borrower, the court is more likely to grant the extension.

How to Draft the Court Application

The application is made by originating summons (or, in some District Courts, by motion) supported by an affidavit. The affidavit should exhibit the original charge instrument, set out the creation date, explain the reason for the delay, and confirm that no winding‑up petition has been presented and no resolution for voluntary winding‑up has been passed. It should also confirm that, to the best of the deponent’s knowledge, no creditor would be prejudiced. Industry observers note that a well‑prepared affidavit that addresses these points concisely typically results in the order being granted without an oral hearing.

Registrar Filing Steps After the Court Order

Once the court order is obtained:

1. Complete Form HE24E (Application for Registration of Charge pursuant to Court Order).
2. Attach a certified copy of the court order.
3. Attach the original instrument of charge (or certified copy).
4. Pay the standard filing fee plus the court‑order submission fee.
5. Submit to the Department of Registrar of Companies.

The Registrar will review the submission against its published criteria and, if satisfied, will register the charge and issue a certificate of registration.

Penalties and Fee Calculation for Late Registration, Worked Examples

Beyond the legal consequence of voidness, late registration of charge Cyprus penalties include tangible financial costs. The Registrar imposes administrative penalties for late filings, which accrue on a daily basis. The Registrar’s late‑filing penalty guidance sets out the applicable rates.

How Penalties Are Applied

The penalty structure for late filings with the Registrar of Companies follows a tiered daily model. Administrative penalties typically comprise a fixed lump‑sum component plus a per‑day accrual that increases after an initial period. The daily rate rises after the first six months of non‑compliance, providing a clear financial incentive to resolve late filings promptly. Penalties are assessed per filing, so if a company has multiple unregistered charges, each attracts its own penalty calculation.

The following worked examples illustrate how penalties can accumulate. (All figures are indicative and based on the penalty framework published by the Registrar; parties should verify the current rates at the time of filing.)

Note: The figures above are illustrative. The Registrar’s published penalty calculator should be consulted for the exact rates in force at the date of filing, as these may be updated from time to time.

Stamp Duties vs. Administrative Penalties

Administrative penalties are separate from stamp duty obligations. The instrument of charge itself may attract stamp duty under the Stamp Duty Law, and any court order obtained under section 94 will also carry court fees. Lenders should budget for all three cost layers, stamp duty on the instrument, court fees for the HE24E application, and the Registrar’s administrative penalty, when calculating the total cost of curing a late registration. The combined expense on a filing that is ten months overdue can easily exceed €1,000 once court fees and legal costs are factored in.

Lender Risks if a Charge Is Not Timely Registered

The financial penalties, while unwelcome, are secondary to the legal risk. The primary consequence of failing to register a charge within the statutory period, and failing to cure the defect, is that the security becomes void against the liquidator and creditors if the company enters insolvency.

Priority, Insolvency and Enforcement Consequences

Under section 90(1) of Cap. 113, a charge that is void for non‑registration means the lender is treated as an unsecured creditor in a liquidation. This transforms a secured lending position into one that ranks behind employees, preferential creditors, and the costs of the winding‑up, typically resulting in minimal or nil recovery. Even outside formal insolvency, an unregistered charge creates practical enforcement difficulties: a lender attempting to appoint a receiver under a debenture may face challenges if the underlying charge is not on the register.

For registration of charge and mortgage in Cyprus, the risk is compounded where the property is also subject to encumbrances registered at the Department of Lands and Surveys. A gap between registration at the Lands Office and registration at the Companies Registry can create priority disputes with other creditors who relied on the public register.

Practical Clauses to Protect Security Pre‑Registration

The likely practical effect of these risks is that lenders will continue to insist on the following protective measures in facility documentation:

• Condition precedent to drawdown. Require evidence that the charge has been delivered to the Registrar before releasing funds.
• Undertaking to register. Impose a covenant on the borrower (and its officers) to file within 14 days, giving the lender a buffer to file itself if necessary.
• Power of attorney. Take an irrevocable power of attorney from the borrower authorising the lender to file the HE24 on the company’s behalf.
• Representations and warranties. Require a representation that no other charges exist that would rank ahead of the lender’s security, supported by a register search.

How to Cure Late Registration: Checklist, Forms (HE24, HE24E, HE28) and Sample Wording

When the 21‑day window has been missed, the following step‑by‑step cure process applies:

1. Confirm the delay. Verify the creation date and confirm that the 21‑day period has indeed expired. Check whether any partial filing was made.
2. Prepare the court application. Instruct Cyprus‑qualified counsel to prepare the originating summons (or motion) and supporting affidavit under section 94 of Cap. 113.
3. Obtain the court order. File the application with the District Court having jurisdiction. The order will typically direct the Registrar to accept the filing and include the standard “without prejudice” proviso.
4. Complete Form HE24E. Fill in the prescribed form with the charge particulars and attach the certified court order and charge instrument.
5. Pay penalties and fees. Calculate the administrative penalty using the Registrar’s guidance, add the filing fee, and prepare a banker’s draft or electronic payment.
6. Submit to the Registrar. Deliver the complete package, HE24E, court order, instrument, and payment, to the Department of Registrar of Companies.
7. Obtain HE28 certificate. Once the Registrar processes the filing and is satisfied that all requirements are met, the Department issues Form HE28, the Certificate of Registration of Charge.

HE28: What It Confirms and When the Registrar Issues It

Form HE28 is the official certificate issued by the Registrar of Companies confirming that a charge has been registered. It states the date of registration, the amount secured, and the property charged. The HE28 serves as conclusive evidence that the requirements of Part IV of Cap. 113 have been complied with. Lenders should retain the original HE28 alongside the charge instrument in their security file, as it is the document that proves perfection of the security interest on the public register. The Registrar issues HE28 after reviewing the filing and confirming compliance, the turnaround time depends on the Registrar’s current processing backlog.

Common Rejection Reasons and How to Avoid Them

Filings are commonly rejected for the following reasons:

• Incomplete Form HE24 or HE24E. Missing fields, especially the description of the property charged or the amount secured, will result in a query or rejection.
• Uncertified copies. Submitting a plain photocopy of the charge instrument rather than a certified copy.
• Missing court order for late filings. Attempting to file after the 21‑day period without the required court order.
• Incorrect fee payment. Underpayment of the filing fee or administrative penalty.
• Discrepancies between the form and the instrument. If the description of the charge on Form HE24 does not match the terms of the instrument, the Registrar will raise a query.

Comparison Table: Filing Windows and Penalties by Charge Type

Timeline: From Creation to Certificate

Recommended Immediate Actions for Lenders and Corporate Secretaries

Late registration of charge Cyprus penalties represent both a financial cost and a fundamental threat to the enforceability of security. The 21‑day window is unforgiving, and the Registrar allows no administrative extensions. For lenders, the priority should be to build charge‑registration tracking into every new facility workflow, ideally as a condition precedent to drawdown, and to conduct periodic audits of the company charges register against the Registrar’s records.

Where a late filing has already occurred, the recommended course of action is to instruct local counsel immediately to prepare the section 94 court application, obtain the order, and file Form HE24E without further delay. Every additional day increases the administrative penalty and, more importantly, extends the period during which the security remains vulnerable to competing claims. Engaging a specialist banking law adviser with experience before the Cyprus courts and the Registrar can make the difference between a routine cure and a contested priority dispute.

Sources

1. Department of Registrar of Companies and Intellectual Property, Main Criteria for Registration of Charge
2. Companies Registrar, Late Filing Penalty Calculator
3. Andersen in Cyprus, New Administrative Penalties for Late Filings
4. TPLaw, Important Changes for Cyprus Registered Companies
5. Harneys, Cyprus Beneficial Ownership Register: Key Deadlines and Penalties