PROCEDURE FOR STRIKING OFF OF A COMPANY 

Section 897 of the Companies Act, 2015 provides that a company may apply to the  Registrar to be struck off the register and be dissolved. 

As a matter of practice, a company may apply to the Registrar to be struck off the  register and dissolved if: 

• it is dormant or no longer trading, and has no assets or liabilities; or • if the shareholders decide that they no longer wish to continue with the company  and would like it struck off the register. 

Step 1: Wind up operations 

Section 898 and 899 of the Companies Act,2015 provides that a Company may not be  struck out unless it stopped carrying out business at least three (3) months prior to the  application for striking out. Payment of one’s liabilities or debts or selling off company  assets (unless it’s for profit or as part of trade) does not amount to carrying out business  The company therefore must cease carrying out any business at least three (3) prior to  applying to be struck off. The company account should be closed immediately or  shortly after the application is filed. 

Step 2: Notifying interested parties 

All relevant parties that may be interested in the striking out of the company should be  notified of the intention to strike out the company especially staff and company  creditors. They should be served with CR 18within 7 days of filing. If they are not  notified, they may object to the striking out of the company. 

Step 3: Passing of a Resolution 

A special Resolution of the members and shareholders of the company to strike out the  company needs to be passed, signed and filed with the Registrar together with Forms 

CR 18 and 19 and registration fees paid. An affidavit sworn by the directors confirming  that the company has ceased operations and has no pending liabilities is also required. 

Step 4: Gazettement 

Once the registrar receives and approves the application, he will issue a gazette notice  inviting interested persons to object to the striking out of the company. If no objection is  received by the registrar within three (3) months, then the registrar will issue a further  notice striking out the company. Once the gazette notice is issued the company stands  dissolved. 

It is an offence punishable by a fine of Kshs. 500,000/= or a jail term of two years if the  directors apply to strike out the company when it is ineligible to do so, provides false or  misleading information in, or in support of, an application, fails to serve the interested  parties or fails to withdraw the application if the company becomes ineligible. 

Do get in touch with us for further advise on striking off your company.