Introduction: Why Deregistration Matters

In Kenya, not every company or business continues forever. At times, owners may decide to cease operations, convert a business into a limited company, or dissolve an entity that is no longer viable. This process is known as the deregistration of a company or business name.

Whether you run a partnership, a sole proprietorship, or a limited company, it is important to understand the legal procedures set out under the Companies Act, 2015 and other regulatory frameworks. Failure to follow the proper process could expose directors and business owners to penalties, unpaid tax liabilities, or unresolved creditor claims.

This guide by Selego Africa walks you through:
The legal grounds for deregistration
Step-by-step procedures for business names and limited companies
Compliance with the Registrar of Companies and Kenya Revenue Authority (KRA)

Grounds for Deregistration of a Company or Business Name

A business name or company can be deregistered under several circumstances, including:

• Compulsory Winding Up – Ordered by a court of law.
• Voluntary Dissolution – When shareholders and directors apply to dissolve the company.
• Insolvency – When a company cannot meet its financial obligations.
• Director Resolution – A majority of directors apply for deregistration.
• Liquidation Completion – After winding up, the Registrar may strike off the company.
• Partnership Termination – Expiry of partnership terms or dissolution.
• Death of a Partner or Trader – In sole proprietorships or partnerships.
• Withdrawal of a Partner – Making it impossible to continue operations.

Deregistration of a Business Name in Kenya

For sole proprietorships and partnerships, deregistration is relatively straightforward.

Steps to Deregister a Business Name

1. Link the business on eCitizen – Ensure the business is automated and verified through the eCitizen portal.
2. Complete Form BN6 (Notice of Cessation of Business) – This form must be signed by all proprietors.
3. Submit Required Documents – Attach the Certificate of Registration and the completed BN6 form.
4. Registrar Review – The Registrar of Companies reviews the application.
5. Approval and Strike-Off – Once approved, the business is struck off from the Register of Business Names.
6. KRA PIN Deregistration – For partnerships, the KRA PIN Certificate must also be deregistered after settling outstanding obligations.

Deregistration of a Company in Kenya

Dissolving a limited company involves more formalities than a business name.

Step-by-Step Process for Company Deregistration

1. Link the Company on eCitizen
   • Applications are lodged online via the directors’ eCitizen account.
   • For foreign-owned companies, applications are done via the company secretary’s account.
2. Ensure Compliance
   • File all secretarial annual returns up to date.
3. Board Resolution
   • The Board of Directors must meet and pass a resolution to dissolve the company.
4. Submit Deregistration Application
   • File the prescribed forms (Form CR19 and Form CR18) with the resolution to the Registrar.
5. Registrar’s Review
   • The Registrar verifies and reviews the application.
6. Publication in Kenya Gazette
   • Notice of intended dissolution is published for three months to allow creditors to submit claims.
7. Striking Off the Register
   • If no valid claims are raised, the Registrar strikes off the company.
   • The process typically takes 6–12 months.
8. Filing of Closure Accounts with KRA
   • File final accounts for the outstanding period.
9. Deregister the KRA PIN and Tax Obligations
   • Deregister the company’s KRA PIN certificate and settle all obligations such as VAT, PAYE, and corporate tax.

Key Compliance Requirements

• All annual returns must be up to date.
• All tax obligations must be cleared with KRA.
• The board must provide proper resolutions and supporting documents.
• Deregistration is not instant — expect the process to last several months.

Why Work with Selego Africa?

At Selego Africa, we specialize in:
Company secretarial services – guiding directors and shareholders through compliance.
Legal advisory – ensuring your deregistration follows the Companies Act 2015.
Corporate governance solutions – helping organizations protect reputation and legitimacy during dissolution.

We simplify the process by managing paperwork, compliance checks, and liaison with both the Registrar of Companies and KRA, giving you peace of mind.

FAQs on Deregistration in Kenya

1. How long does it take to deregister a company in Kenya?
It usually takes 6–12 months, depending on regulatory reviews and creditor claims.

2. Can a business name be re-registered after deregistration?
Yes, but only if the name is still available and no other entity has taken it.

3. What happens if my company has debts during deregistration?
All creditor claims must be settled before the company can be struck off.

4. Do I still need to file returns during the deregistration process?
Yes. Annual returns must be filed until the company is officially deregistered.

5. Is Gazette Notice publication mandatory?
Yes. It ensures transparency and allows creditors to raise claims within the notice period.

6. Can foreign-owned companies apply for deregistration?
Yes, but the application must be filed via the company secretary’s eCitizen account.

Conclusion: Closing a Chapter Responsibly

Deregistration is a legal and structured process that ensures businesses exit responsibly. Whether you are winding up due to insolvency, restructuring into a limited company, or voluntarily dissolving, following the law protects both directors and stakeholders.

By working with Selego Africa, you gain expert guidance on deregistration, compliance, and corporate governance — ensuring a smooth, transparent, and risk-free process.

Contact Selego Africa today to simplify your deregistration process and safeguard your business interests.