Company.

The de-registration of limited companies may happen:

1. In the event that the  entity  wishes to discontinue its operations and have the company struck of from the register of companies  maintained at the Companies Registry.
2. Companies Act 2015, mandates the Registrar of Companies to strike off a company for not carrying on business/operations.

What then are the Grounds for De-registration of a company?

• Compulsory winding up may be by a Court order.
• Through Voluntary Dissolution where shareholders and directors of the company apply to the Registrar of Companies to have the company dissolved.
• Insolvency of a company and it is longer able to carry on operations.
• Application to the Registrar of Companies by the directors of the Company or majority of the directors 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.

Business Name.

What then are the Grounds for De-registration of a business name – Sole Proprietorship?

The de-registration of a business name may occur:

1. In the event of cessation of operations of the business.
2. In the event where the business name is  converted  to a limited company.

What then are the Grounds for De-registration of a business name – 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.

For de-registration to take place , the business must be linked  to the e-citizen  portal so that the applications can be successful

Once the business is struck of the list of business names, the application of de-registration of KRA PIN should be undertaken for the case of partnerships.

For a company:

• 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 company is expected to file its 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.