Striking-off A Company

A company may apply to the Registrar to strike off the name of the company off the register if the company is dormant and is not trading and has no assets or liabilities, also if the shareholders of the company decide that they no longer want to continue with the company. This application to strike off a company is effective if it is made by the directors or a majority of them, and is in accordance with the regulations of Section 897 (2) of the Companies Act, 2015.

Circumstances under which a company may not apply to be struck off the register

Section 898 and 899 of the Companies Act, 2015, sets out the circumstances under which a company may not be voluntarily struck off, the provisions of these section state that a company may not apply for voluntary striking off, if at any time in the last three months the company has:

  1. Carried on business
  2. Changed its name
  3. Made a disposal of property that immediately before ceasing to carry on business, it held for the purpose of disposal for gain in the normal course of carrying on business.
  4. Engaged in any activity other than which whose purpose was to expedite the making of an application to strike off the company, conclude the affairs of the company, comply with statutory requirements or as a result of an order published in the Kenya Gazette by the cabinet secretary.

Documents to be submitted when voluntarily striking off a company in Kenya

  1.  Form CR 18. This is an application by the company to have its name struck off the register. For this form to be valid it must be dated and signed by:
  2. The sole director in a situation where there is only one
  3. By both directors when they are two.
  4. By all the directors or a majority of directors when they are more than two.
  5. Form CR 19. This constitutes the minutes and the special resolution of the meeting to have the company struck off.
  6. A statement of annual returns of a company.
  7. A statement endorsing that a company can meet all charges and its credit obligations.

Parties to be informed of the intention to strike off a company

Section 900 of the Companies Act, 2015 requires that the directors who make the application to the Registrar, must within seven days of the application send a copy of Form CR 18 to the following persons:

  1. The shareholders of the company
  2. The creditors of the company, this may include banks, former employees of the company whom money are owed to, tenants, landlord, guarantors and personal injury claimants. Notifying relevant offices like the Kenya Revenue Authority and the labour offices is also in order.
  3. The employees of the company.
  4. The managers and the trustees of the employee pension fund.
  5. The directors that did not sign Form CR 18
  6. Prescribed people by the regulations for purposes of striking off.

Upon receiving the application to strike off a company, the Registry will ascertain whether the application meets the requirements. If the requirements are met, the Registrar shall publish a notice in the Kenya Gazette of the intention to strike off the company, giving interested parties an opportunity to object. A copy of this notice will be placed on the company’s public records. With no reason for delay the Registrar will strike off the company after three months of the notice. 

In case the directors change their minds after the striking off of a company or the company ceases being eligible for striking off, the directors should fill Form CR 47 requesting for the restoration of the company.

For assistance with this kind of service please get in touch.