Deregistration of a Company/Business Name in Kenya

De-registration of a business name is undertaken in the event of cessation of operations of the business to convert it to a limited company or in a bid to dissolve and wind up its operations.

For limited companies, the de-registration is undertaken in the event that the entity wishes to cease its operations and have the company struck of from the register of companies as maintained at the Companies Registry. Further, Part 894 of the Companies Act 2015, mandates the Registrar of Companies to strike off a company for not carrying on business/operations.

Grounds for Deregistration of a Company or Business Name:

  • Compulsory winding up which may be as a result of a Court order.
  • Through Voluntary Dissolution where shareholders and directors of the company apply to the Registrar of Companies to have the company dissolved.
  • When the company declared insolvent and it is longer able to carry on operations.
  • Where the Directors of the Company or majority of the directors make an application to the Registrar of Companies to have the company struck off.
  • Where the company is under liquidation and it has been wound up, the Registrar may strike off the Company’s name from the Register.
  • In case of a partnership- Termination of partnership terms.
  • Death of a partner or a trader.
  • Withdrawal of a partner or for any other reason which makes it impossible to carry on the business

Deregistration/ Cessation of a Business Name.

  • To deregister a business name, the business has to linked/ Automated and verified through the e-citizen portal.
  • An application of the cessation is made through the Form BN6– Notice of Cessation of Business. This notice must be signed by all proprietors.
  • Submission of the copy for the certificate of registration and Form BN6.
  • The registrar reviews the application for approval.
  • Upon approval by the Registrar, the business is struck off from the register of business names.
  • Lastly, an application for deregistration of the KRA PIN Certificate is undertaken for partnerships.

Deregistration of a Company In Kenya

  • The company must be linked/ automated through the e-citizen portal since the application is lodged online. The application is done on the directors e-citizen account and for a foreign-owned company, the application is done through the company secretary’s account.
  • The company is expected to file its secretarial annual returns up to date.
  • A meeting of the Board of Directors should be held in which a resolution to dissolve the company is passed.
  • An application to the Registrar of Companies is made in the prescribed form, stating the intention of the company to wind up its affairs. The application should be accompanied by the necessary resolutions (Form CR19 and Form CR18).
  • The application is reviewed for verification purposes.
  • Upon approval by the Registrar of Companies, the de-registration is published in the Kenya Gazette for intended dissolution: for a period of three (3) months to invite any outstanding claims owed to creditors by the company for settlement.
  • Removal from the Register of Companies: If there are no claims brought forward, the Registrar proceeds to strike off the company from the Register of Companies in Kenya. The process takes 6-12 months.
  • Filing of Closure accounts to KRA for the outstanding period.
  • De-registration of the company KRA PIN Certificate and all other obligation i.e. PAYE, VAT is done once: the company is stuck off at the Companies Registry. The directors therefore apply for de-registration of the company pin upon settling any outstanding taxes owed to KRA.

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