Deregistration of a Company in Kenya: What You Need to Know

Deregistration marks the legal end of a company's existence.

A company ceases to exist through either deregistration or dissolution. While the two processes achieve the same end, terminating a company’s legal existence, their consequences differ significantly.

Dissolution: Once a company is dissolved, the liability of its directors, members, and officers comes to an end.

Deregistration: Even after deregistration, the liability of directors, officers, and members continues. Section 58(8)(a) of the Companies Act clearly states: “the liability, if any, of every officer and member of the company shall continue and may be enforced as if the company had not been dissolved.”

This means deregistration does not shield directors or members from obligations that existed before the company was struck off.

Grounds for Deregistration or Dissolution

The Companies Act 2015 outlines several circumstances in which a company may be deregistered or dissolved:

1. Where a company is not carrying on business or operations

Under Section 894, if the Registrar believes a company is inactive, they may write to the company to confirm its operations.

• If no reply is received after two reminders, the Registrar may strike the company off the register.

• If the company admits it is no longer in operation, it will be deregistered and dissolved.

• The deregistration is then published in the Kenya Gazette.

2. Company in liquidation

Under Section 895, if a company has wound up its affairs or has no acting liquidator, the Registrar may issue a notice in the Gazette. If no objections are raised within three months, the company will be dissolved.

3. Voluntary application by a company

Under Section 897, a company may apply to be struck off the register. The application must:

• Be made by its directors (or the majority of them).

• Be gazetted for three months to allow objections from interested parties.

  
  

Process of Deregistration in Kenya

1.Board Resolution: A special meeting is held where directors pass a resolution to dissolve the company.

2.Required Forms: Submit the following through the eCitizen portal:

• CR19 (special resolution)

• CR18 (application to strike off)

• Latest annual returns

• A statement confirming the company is free of debts or able to settle them.

3.Notification: A copy of the application must be shared with all members and employees within 7 days.

4.Gazettement: The Registrar publishes a notice in the Kenya Gazette for three months.

5.Striking Off: If no claims are made, the company is struck off the register. The process generally takes 6–12 months.

6.Final Steps:

• File closure accounts with KRA.

• Deregister the company’s PIN and any tax obligations (VAT, PAYE, etc.).

Deregistration of a Business Name

For sole proprietorships or partnerships, deregistration is simpler:

1. File Form BN6 – Notice of Cessation of Business, signed by all proprietors.

2. Submit the business registration certificate and BN6 form via the eCitizen portal.

3. The Registrar reviews and, upon approval, strikes the business off the register.

4. For partnerships, the KRA PIN must also be deregistered.

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Deregistering a company or business in Kenya is a structured legal process designed to protect creditors, members, and the public. While it allows companies that are no longer active to close formally, it also ensures that obligations to creditors and tax authorities are settled.

If you are considering deregistration, it is advisable to consult a legal or corporate service provider to ensure compliance with all procedural requirements.