DEREGISTRATION OF A PRIVATE COMPANY IN KENYA

Deregistration 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 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 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 the attorney general’s department;
  3. Choose the option “make application” then strike off a limited company;
  4. Key in the following details:
  5. Company name, registration number, and date of registration;
  6. Date and place of meeting where the resolution to dissolve the company was passed and the contents of the resolution;
  7. Details of the directors; and
  8. Attach the certificate of incorporation.
  9. Upon submission of the above information, you will be required to pay the deregistration fee then forms CR19 & CR18 will be generated;
  10. The CR19 & CR18 will then be signed by the director/shareholders and re-uploaded back to the portal for action by the registrar.

Ones the application is submitted, the registrar will review and upon approval forward the same for advertisement in 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 aowadvocates@gmail.com or +254794600191.

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