STRIKING OFF A PRIVATE COMPANY IN KENYA NOW ON BRS V2

Striking off/Deregitration or dissolution of a private company is the formal procedure in which a company is wound up and struck off the register by the registrar of companies.

A private company may be dissolved in the following circumstances:

• Where a company is not carrying on its business or is not in operation.
• Where the registrar fully believes that the affairs of the company have been fully wounded up such that the company is in liquidation.
• Where the company’s directors or majority of the directors have applied to the registrar that the company be struck off the register. In most cases this is referred to as voluntary dissolution of a company.

In voluntary sriking off/deregistration of a private company, the following requirements are necessary:

• A Special resolution by the company Shareholders/Directors to dissolve the company.
• Copy of Minutes of the meeting in which the resolution was passed.
• Copy of current company’s annual returns (CR29).
• Clearance from all charges that may appear on the encumbrance section of the company.
• Copy of certificate of incorporation of the subject company.
• The company must be verified.
• Prescribed deregistration fee.

The procedure for striking off/deregistration is as follows:

1. Log in to the ecitizen account to which the company is linked (this is usually one of the director/shareholder’s Ecitizen account);
2. Choose BRS V2;
3. Click proceed on Companies Registry Services;
4. Click on Businesses and select the company you intend to deregister;
5. Choose the option “maintain a company” on the left column then strike off a limited company;
6. Click on apply and proceed;
7. Key in the following details:
8. Company name, registration number, and date of registration;
9. Date and place of meeting where the resolution to dissolve the company was passed and the contents of the resolution;
10. Details of the directors; and
11. Attach the certificate of incorporation.
12. The application will require authentication by all or a majority of the Directors or shareholders;
13. Upon submission of the above information, you will be required to generate CR 18 & CR19 have them signed by the director/shareholders and re-uploaded back to the portal for action by the registrar.
14. You will then be required to pay the deregistration fee.

Ones the application is submitted, the registrar will review and upon approval forward the same for advertisement on Kenya gazette for 90 days (3 months) before a strike off letter is issued.

For more information or assistance on deregistration of a limited liability company in Kenya; contact us on info@aowangaadvocates.com or +254794600191.

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