Advisory & Growth · Company strike-off
Deregister your Kenyan company by strike-off
For a foreign parent or founder closing a Kenyan company that has stopped trading. We review its BRS and KRA position, clear what is outstanding, apply for the strike-off and follow it to the Gazette notice that dissolves the company.
- KSh 50,000 fixed fee
- Gazette and registry fees included
- Runs with the directors abroad
Fixed fee · Strike-off
KSh 50,000
Gazette and registry fees included
About four to six months once the company has been inactive for three months. Filing fees for pending annual returns and other liabilities are not included.
Is strike-off right for you?
Strike-off is for a company that has already stopped
The Companies Act sets two bars: business done in the last three months (s.898) and pending insolvency proceedings (s.899). It sets no solvency test, but creditors are told of the application and can object (ss.897(3), 900).
Strike-off suits a company that…
- has done no business for three months. Paying off old debts doesn’t count as business.s.898(1), (3)
- has distributed or disposed of its assetss.905(1)
- has paid its debts, or will pay them before applyings.898(3)
- has no arrangement, administration or liquidation pendings.899(1)
- will stay inactive until it is dissolveds.903
Another route first if…
- s.898(1)
It is still trading
Stop, then wait three months. Our review and clearance run during that wait.
- s.905(1)
It still owns property or cash
Distribute it first. Anything left when the company is dissolved passes to the State.
- s.897(6)
It can’t pay its debts, or creditors are pressing
Liquidation. We don’t conduct liquidations; send us the enquiry and we’ll refer it.
- s.899(1)
An arrangement, administration or liquidation is pending
Strike-off is barred while it is pending.
Applying in breach of these rules is an offence s.898(4), so our review comes before any application.
Stage 01 checks every line aboveWhat we do
Five stages; the last two are the Registrar’s
Our team runs stages 1 to 3 and follows stages 4 and 5 to the end. Most of the time is the three-month objection window, which the Act fixes (s.897(3)).
- 01–03 Review, clearance and the application. Length depends on the company’s record.
- 7 days Notices to members, employees and creditors (s.900)
- 3 months Gazette notice; anyone can show cause (s.897(3))
- 05 Struck off; second notice dissolves it
Our team · stages 01–03
Our team
Stage 01: Compliance and liability review (BRS and KRA)
We check the company’s record with the Registrar and its tax position with KRA. You receive a schedule of every item to clear. Anything not included in the fee is agreed with you before it is paid.
You receive: the clearance schedule
Our team
Stage 02: Statutory filing and registry clearance
We bring the company’s statutory filings up to date, so the record is clean before the application. Filing fees for pending annual returns are not included.
You receive: a clean record
You · Our team
7days
Stage 03: The strike-off application and notices to members, employees and creditors (including KRA)
The directors sign the application (s.897(2)). We prepare it and send a copy to every member, employee and creditor, KRA included (s.900).
You sign: the application
The Registrar · stages 04–05 · we follow both to the end
The Registrar · Creditors
3months
Stage 04: The Gazette notice of intended dissolution, with the three-month objection period
The Registrar publishes the notice. For three months anyone, creditors and KRA included, can show cause against the strike-off (s.897(3)). The company stays inactive throughout (s.903).
You receive: Gazette notice 1 of 2
The Registrar
Stage 05: The striking off and the confirming Gazette notice
The Registrar may then strike the company off and publishes a second notice. On publication the company is dissolved (s.897(4)–(5)). We send you both Gazette notices.
You receive: Gazette notice 2 of 2
Start with the review. It tells you what stands between the company and dissolution.
Fixed fee
A fixed fee, excluding the company’s liabilities
KSh50,000
Fee scheduleStrike-off
Strike-off of a limited company (voluntary dissolution)
Included
- Our work on all five stages
- The Gazette notice fees
- The registry fees for the strike-off itself
Not included
- Filing fees for any pending annual secretarial returns
- BRS penalties
- Tax arrears
- Tax penalties
The review identifies each one, and each is agreed with you before it is paid.
About four to six months · once the company has been inactive for three months
A company still trading stops first, and the review and clearance run during that wait.
Who decides
The Registrar decides, and anyone can object
The Act gives the decision to the Registrar and a say to anyone with a claim. Directors and members stay liable after the company is dissolved.
s.897(1)–(2)
On the company’s application, made by its directors or a majority of them, the Registrar may strike it off the Register.
01The Registrar decides
May, not must: nobody can promise a strike-off, and we don’t. We make the application complete and the record clean; the decision stays with the Registrar.
s.897(3)
The Registrar may not strike the company off until three months after a Gazette notice inviting any person to show cause.
02Anyone can object for three months
Creditors and KRA included. The stage 01 review finds what they could raise, so it is settled or agreed with you before the notice runs.
s.900(1), (6)
Within seven days, a copy goes to every member, employee and creditor, each director who did not sign and any pension trustee. Withholding one to conceal the application is an aggravated offence.
03Everyone is told within seven days
We send every copy, KRA’s included, at stage 03.
s.897(6)
Each director’s, officer’s and member’s liability continues as if the company had not been dissolved, and the Court can still liquidate it.
04Liability outlives the company
Strike-off is not a way to leave debts behind. Whatever a director, officer or member was liable for before dissolution stays theirs after it.
Closing from abroad
Nobody needs to be in Kenya
The whole strike-off runs with the directors and members outside Kenya. The directors sign two forms; our team in Nairobi does the rest, across all five stages.
Your part
Agree the clearance schedule
Each item not included in the fee is agreed with you before it is paid.
Sign two forms
The directors, or a majority of them, sign the two forms we prepare (s.897(2)). A digital signature or a scan of the signed forms works.
Keep the company inactive
Until it is dissolved (s.903).
You receive: both Gazette notices
Our part
Stage 01: Review the company’s BRS and KRA record
Stage 02: Bring its statutory filings up to date
Stage 03: Prepare the application and send every notice within seven days
Stage 04: Follow the Gazette notice through the three-month objection window
Stage 05: Follow it to the striking off and the second notice
s.902Members and creditors abroad are notified too. The Act allows copies by post, and a foreign company’s address is its registered or principal office.
Why us
We know where a company record breaks
Our practice, led by Edwin Maina, forms companies, acts as their company secretary and files their annual returns, year after year. That is the record a strike-off review reads, line by line.
Firm-wide, since 2015
- Companies formed
- 550+
- Years in market
- 10
- Countries served
- 20+
- Compliance rate
- 100%
Through the company’s life
01
Formation
Incorporation with the Registrar
02
Company secretary
The statutory appointment
03
Annual returns
Filed every year the company exists
04
Strike-off (this service)
Dissolution by Gazette notice
FAQ
Common questions before you deregister
An inactive company with nothing left to settle is deregistered by strike-off. The directors apply, the Registrar publishes a Gazette notice, and after three months may strike the company off; a second notice dissolves it (s.897). We run all five stages for a fixed KSh 50,000, Gazette and registry fees included.
About four to six months once the company has been inactive for three months. Most of that is the three-month objection window, which the Act fixes (s.897(3)). A company still trading stops first, and our review and clearance run during that wait.
No. The whole strike-off runs with the directors and members outside Kenya. The directors sign two forms, by digital signature or a scan of the signed forms, and we do the rest.
KRA is told of the application as a creditor (s.900) and can object for three months (s.897(3)). Our review finds any tax arrears and penalties; they are not included in the fee, and each is agreed with you before it is paid. Strike-off doesn’t wipe them: liability continues after dissolution, and the Court can still liquidate the company (s.897(6)).
Anyone can show cause during the three months after the first Gazette notice (s.897(3)). If someone objects, we identify the cause of the objection and resolve the issue. The Registrar still decides: the Act says the Registrar may strike the company off, not must (s.897(1)).
Strike-off is for a company that has stopped trading, paid its debts and distributed its assets. A company that can’t pay its debts, or whose creditors are pressing, needs liquidation: members’ voluntary, creditors’ voluntary or by the Court. We don’t conduct liquidations; send us the enquiry and we’ll refer it.
A company files annual returns every year it exists, trading or not. Strike-off ends the company and those filings. Leaving it dormant keeps the company, and keeps the filings.
Yes, usually within six years. The Act provides restoration by the Registrar on a former director’s or member’s application (s.912), and by the Court (ss.916–918), which can restore a voluntarily struck-off company where the strike-off rules weren’t followed, or where it is just. Which route applies depends on the company.
Not answered here?
Ask us on WhatsApp (opens WhatsApp in a new tab)Start
Start with the review
Tell us about the company. The review comes first and tells you what stands between the company and dissolution.
EnquiryCompany strike-off
We reply within one business day.
The review: you receive the clearance schedule.
You decide. Nothing outside the KSh 50,000 is paid without your agreement.