winding up a company in kenya.

To Wind up your Company or to shut down or dissolve a limited Company is commonly referred to as voluntary Winding Up or De-registration of a Limited Liability Company.
A company may voluntarily wind up for any of several reasons including

Why to deregister up a company in Kenya.

  • Termination of the Business of the company
  • Completion of business for which the company was registered
  • Company ceasing to carry on Business for whatever reason
  • Company running into losses and becomes unsustainable
  • Changes in Business environment.
  • Changes in laws and compliance requirements
  • ETC

A company in Kenya may wind up in the following ways.

How to wind up or Deregister a company in Kenya.

  1. By Court
  2. Voluntary: By a resolution of the Directors and shareholders of a company.
  3. By Creditors: Subject to supervision of the Court

We offer Voluntary Winding up services for Private Owned companies all over Kenya.

Procedure to Deregister a Limited Company in Kenya.

  • Special Resolution of the Board of the Company: A Special resolution, constituted in the prescribed form must be passed by the Board of the company for the affairs of the company to be wound up.
  • An application in Writing is made to the Registrar of Companies, in the prescribed form, Stating the intention of the company to Wind up its affairs.
  • Minutes of the Meeting where the resolution was passed.
  • Copies of all outstanding company annual returns.
  • Where the Registrar is satisfied with the application. The registrar shall cause the application to be published in the Kenya Gazette for a period of 3 months.
  • At the pleasure of the Registrar, the company shall be removed from the Register of Companies.

Requirements for Dissolution of a Limited company in Kenya.

  • Special Resolution
  • Minutes to the Resolution.
  • Company Annual returns.
  • Clearance from all Charges, debentures, mortgages and chattels of the company.
  • Written application.

Striking off a Company registered in Kenya

Here is the process for company dissolution in Kenya.

  1. All company annual returns must have been paid up and up to date.
  2. The company then conveys a Special board minutes of directors and pass a resolution to dissolve the company.
  3. An application is then made to the registrar of companies via
    • CR 19 Notice of Special resolution.
    • CR 18 Application to Strike off the company name from the register of companies.
    . The details in the form should be stating the reasons that the company is shutting down its business affairs.
  4. After submission the application is reviewed by the registrar for verification.
  5. Once approved the dissolution of the company is published in the Kenya Gazette to show the intending a dissolution. The notice takes 3 months. This is so that any objections, claims that the business owes to creditors are settled.
  6. Where no objections or claims are made in the 3 months, the registrar shall proceeds to remove the company from register of Companies in Kenya. This process could take 6-12 months.
  7. Thereafter, the company makes an application for the closure of its KRA PIN account.
  8. The company’s KRA pin and other taxing obligations are de-registered. .

Notice About the Deregistration in Kenya

Under Section 900 of the companies Act, The directors and shareholder of a company, who make the application for dissolutions, must, within 7 days of filing the application with the registrar, notify the following persons:

  • All shareholders of the company.
  • All Creditors such as banks, suppliers, former employees if the company owes them money, landlords, tenants, guarantors and personal injury claimants.
  • Employees of the company.
  • Managers or trustees of any employee pension fund.
  • Any directors who have not signed forms (CR 18, ‘application by the company to have its name struck off the register’) and Form CR 19 (, ‘Ordinary or special resolution form’).
  • 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.

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Company Dissolution in Kenya.

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