How to Deregister a Limited Company in Kenya

This is a basic guide on how to deregister a limited company in Kenya. This article will help you through the process of striking off a company but if need be, you can seek the services of a specialist.

Information contained is the main requirement to voluntary deregister a limited company from the registrar of companies records. This is as stipulated under the Companies Act, 2015 (“Companies Act”).

To deregister a limited company, the process is a bit involving. This is as opposed to deregistering a business name, as explained in this article.

What Circumstances May A Company Apply To Be Deregistered?

Section 897 provides that a company may apply to the Registrar to be struck off the register and be dissolved.

A company may apply to the Registrar to be struck off the register and be dissolved if:

• It is dormant or no longer trading, and has no assets or liabilities; or
• If the shareholders decide that they no longer wish to continue with the company and would like it struck off the register.

However, before you deregister a limited company, all statutory compliance should be up to date.

A company cannot apply to be struck off if it is the subject, or proposed subject, of:

• A voluntary arrangement under the insolvency Act which has not been concluded
• Under administration
• Under liquidation- voluntary or by the Court which has not been concluded.

 What to Do Before Starting the Deregistration Process

It would help if you started by notifying parties likely to be affected by a company’s dissolution. These are the company’s shareholders, directors, creditors, employees, managers, or trustees of any employee pension fund.

Also remember to deal with any pending items, such as closing the company’s bank account, and the transfer of any domain names before you apply for the strike-off.

 Steps Taken to Deregister a Limited Company in Kenya

1. Log into the office of the Attorney General site using your eCitizen login details. Click on the make application option.

2. Click on the plus (+) next to the company registration and click on Strike off of Limited Company. This will enable you to complete the ‘Application by Company to Have its Name Struck Off the Register’ Form CR 18. Fill in all the required information and finally remember to attach the incorporation certificate of the company you are closing.

The form (CR 18) should be dated and must be signed by:

• The sole director, if there is only one
• By both, if there are two
• By all or the majority of directors, if there are more than two.

3. Click on next to proceed. Review your entry before submitting it. After submitting, pay the required service charge of 4,050. 

4. After payment, download form CR18 and form CR19. Print and sign them before uploading them. After this stage, wait for AG’s office to act on your application.

Persons to Inform About the Deregistration

Under Section 900, the directors who make the application must, within 7 days of sending the application to the registrar, send a copy to the following persons:

• The shareholders of the company.
• Creditors such as banks, suppliers, former employees if the company owes them money, landlords, tenants (for instance, where a security deposit is refundable), guarantors and personal injury claimants. You must notify the appropriate offices including the Kenya revenue authority and the local labour officer if there are outstanding, contingent or prospective liabilities
• Employees.
• Managers or trustees of any employee pension fund.
• Any directors who have not signed the form (cr 18, ‘application by the company to have its name struck off the register’).
• A person of a class prescribed by the Regulations to strike off

The company’s directors must also send a copy of the application to any person who, after the application has been made, becomes a director, member, creditor or employee of the company, or a manager or trustee of any employee pension fund of the company.

This must be done within seven days of the person becoming one of these. The directors must also send a copy of the application to any person who becomes one of the above at any time after the day the company made the application for voluntary strike-off.

This obligation continues until the company’s dissolution or the application’s withdrawal. Failure to circulate the notice to the various parties constitutes an offence.

 How do You Inform the Various Parties?

You can deliver a hard copy of the ‘Application by Company to Have its Name Struck Off the Register’ Form CR 18 to the parties personally, person’s proper address or post a copy to, or leave it at:

• The last known address (if an individual)
• The principal/registered office (if a company or other body)

It is also permissible to make a creditor of the company aware of the application by leaving or posting a copy of it to the place of business with which the company has dealings concerning the current debts.

This is, for example, the branch from where you ordered goods or a business that invoiced you.  However, if there is more than one such place of business, you should deliver a copy of the application to each of those places. It is advisable to keep proof of delivery or posting.

What Happens When the Registrar of Companies Receives the Application?

The Registry examines the application and if it meets the requirements, the Registrar shall cause to publish in the Kenya Gazette an intention to strike off the company.

This is to allow interested parties the opportunity to object.

A copy of this notice is placed on the company’s public record.  If there is no reason to delay, the registrar will strike the company off the register not less than three months after the date of the notice. 

The company is dissolved on publication of a further notice stating this in the relevant Kenya Gazette.

How to Check if Your Company has Been Struck Off

The first step is to keep checking for the listing in Kenya Gazette. You can do this by Google searching your company name. Else you can check from the Kenya Gazette website.

Once gazetted, log into your eCitizen account. Under my business, the place will be empty. You can now proceed to close other items related to your struck-off company such as bank accounts, and KRA pin among others.