How To Dissolve A Company In Kenya

How To Dissolve A Company In Kenya

When you deregister a company, it will cease to exist as a legal entity and is no longer able to trade. Until you deregister the company, it must continue to meet all the legal requirements of a company. This includes annual review fee payments, even if it is no longer trading.

In this article Keweb. co tries to answer the question by publishing the ways one can dissolve a company in Kenya

Below are the most helpful ways to dissolve a company in Kenya

A company’s application for deregistration

An application for deregistration is lodged with the Registrar through an online platform and it can be made by all the company’s directors or by a majority of the directors. 

For such an application to be successful, the directors must be able to show that a special meeting of the board of directors was held prior, leading to a resolution to dissolve the company.

A company is required to submit the application forms while ensuring that all accruing obligations including the filing of annual returns are settled.

Within 7 days after the day of application, a copy of the application should be issued to all the existing members, employees, creditors, directors, or trustees of any pension fund established for the benefit of employees of the company.  

It is appreciated that in some cases, it will not be possible to serve some or all of the aforesaid persons with a copy of the application for deregistration. Section 900 (5) of the Act provides that it is enough to establish that on a balance of probabilities, reasonable steps have been taken to effect service.

Failure to issue such persons with a copy of the application is an offense which on conviction attracts a fine not exceeding Kshs. 50,000.00.

Where it is found that failure to comply was due to an intention to conceal the making of the said application, a person becomes liable to a fine of not more than Kshs. 500,000.00 or imprisonment for a term not exceeding 2 years or both.

Finally, upon the successful deregistration of the company, it is important to ensure that all tax claims by the Kenya Revenue Authority (KRA) have been settled and that the KRA has canceled the tax obligations of the deregistered company.

What Happens When the Registrar of Companies Receives the Application?

The Registry examines the application and if it meets the requirements, the Registrar shall cause to publish in the Kenya Gazette an intention to strike off the company.

This is to allow interested parties the opportunity to object.

A copy of this notice is placed on the company’s public record.  If there is no reason to delay, the registrar will strike the company off the register not less than three months after the date of the notice. 

The company is dissolved on publication of a further notice stating this in the relevant Kenya Gazette.

How to Check if Your Company has Been Struck-Off?

The first step is to keep checking for the listing in Kenya Gazette. You can do this by Google searching your company name. Else you can check from the Kenya Gazette website.

Once gazetted, log into your eCitizen account. Under my business, the place will be empty. You can now proceed to close other items related to your struck-off company such as bank accounts, and KRA pin among others.