When a company has done its job and is no longer needed, you do not have to leave it dormant and filing forever. You can close it. To strike off a company in Kenya is the simple, low-cost way to remove a solvent, dormant company from the register. This guide explains how, when the Registrar can do it to you, and why it is not the same as liquidation.
This guide is for company owners, directors and advisers closing a Kenyan company that is solvent and no longer trading. If instead you want to change the company’s legal form, see our separate guide to company conversion and re-registration. If the company is insolvent, do not strike it off: read our guide to liquidation and winding up.
Voluntary strike-off is the low-cost way to close a solvent company. Instead of appointing a liquidator, the directors ask the Registrar to remove the company from the register. On removal, the company is dissolved and ceases to exist. Because it is simple, it suits a clean, debt-free company, not one with unfinished business. First, though, the company must qualify. Broadly, it must be dormant, not in any insolvency process, and must not have traded or changed its name in the recent period before applying.
The steps are settled under the Companies Act, 2015. The directors resolve to apply, and the company applies to the Registrar under section 897. Within seven days, section 900 requires a copy of the application to go to the members, creditors, employees and any other directors. That way, anyone affected knows. The Registrar then publishes a notice in the Kenya Gazette. If no valid objection is made within three months, the company is struck off and dissolved. A creditor or member can object, so loose ends must be tied off first: settle debts, close accounts, and deal with any assets before you apply.
Strike-off is not always a choice. Section 894 lets the Registrar act. Where the Registrar has reasonable cause to believe a company is not carrying on business or is not in operation, the Registrar may strike it off. In practice this often follows a long failure to file annual returns. The consequences bite. On dissolution the company’s remaining property passes to the State as bona vacantia. Contracts are disrupted, and directors can be left explaining the position. So keeping filings current is the simplest way to avoid an involuntary strike-off, as we cover in our guide to annual returns and compliance.
This is the distinction that matters most. Strike-off is an administrative closure for a solvent, dormant company with nothing left to resolve. Liquidation is a formal process, run by a liquidator, for a company that has assets to realise or debts to settle, and it is the right route for an insolvent company. Using strike-off to sidestep creditors does not work, because they can object and, later, apply to restore the company. So if the company still owes money or holds assets, treat it as a winding up, which we explain in our guide to liquidation and winding up.
A struck-off company is not always gone for good. It can be restored to the register, whether it was struck off voluntarily or by the Registrar. The court can order restoration under section 916, generally within six years of dissolution. Restoration helps where a company was closed too soon, where an asset or claim surfaces, or where a creditor needs the company revived to pursue it. Still, restoration is a process in itself. So it is far better to close a company correctly than to reopen it.
| Route | What it does | Key provision |
|---|---|---|
| Voluntary strike-off | Closes a solvent, dormant company on the company’s own application | Section 897 (notice, section 900) |
| Registrar’s strike-off | Removes a company not carrying on business | Section 894 |
| Restoration | Revives a struck-off company | Section 916 (court, within six years) |
| Liquidation (compare) | Formal winding up where there are assets or debts | Insolvency Act, 2015 |
How do I strike off a company in Kenya? A solvent, dormant company applies to the Registrar under section 897. Members and creditors are notified under section 900. After a three-month Gazette window without objection, the company is struck off and dissolved.
Is strike-off the same as liquidation? No. Strike-off closes a solvent, debt-free company administratively. Liquidation is the formal winding up used where there are assets to realise or debts to settle, especially for an insolvent company.
Can the Registrar close my company without asking? Yes. Under section 894 the Registrar can strike off a company that appears not to be carrying on business, often after unfiled annual returns.
What happens to the company’s assets on strike-off? Any property left in the company at dissolution passes to the State as bona vacantia, so deal with assets before you apply.
Can a struck-off company be brought back? Yes. The court can order restoration under section 916, generally within six years of dissolution.
Several mistakes recur. The first is striking off a company that still has assets, debts or live contracts, when it should be wound up. The second is ignoring annual returns until the Registrar strikes the company off. The third is forgetting to notify creditors on a voluntary strike-off, which lets the strike-off be reversed. Others leave money or property in the company, only to lose it to the State as bona vacantia on dissolution.
Our corporate and company-secretarial team closes companies cleanly. We confirm the right route, apply for a voluntary strike-off, notify the people section 900 requires, respond to a Registrar’s strike-off, and apply to restore a company where needed. To close or deregister your company, contact John Maina or Kenneth Likoko, Partners, at OLM Law Advocates LLP.
This article is a general guide only and is not legal advice. Please seek advice on your specific circumstances.
OLM Law Advocates LLP advises companies, founders and directors on corporate compliance, closures and company secretarial work.
Talk to our team