Need to close a Kenyan company? This guide explains the right route: voluntary strike off for a dormant company, dissolution after the Registrar removes the company from the register, or winding up/liquidation where assets, creditors or insolvency issues are involved.
Summary: A clean, dormant Kenyan limited company with no assets, no liabilities and no recent trading activity may apply for voluntary strike off under the Companies Act, 2015. If the company has debts, assets, creditors, employees, tax issues or disputes, it may require a formal winding up or liquidation process instead. The correct route should be selected before filing to avoid objections, rejection or future director/shareholder liability.
Quick Answer: Company Strike Off, Dissolution and Winding Up in Kenya
What is strike off?
Strike off is the administrative process of removing a company’s name from the Companies Register. It is normally used for a dormant company that is no longer required.
What is dissolution?
Dissolution is the legal end of the company. Once dissolved, the company no longer exists as a separate legal person.
What is winding up?
Winding up is the process of closing the company’s affairs, realising assets, paying creditors and distributing any surplus before dissolution.
Which route should I use?
Use strike off for a clean dormant company. Use liquidation or winding up where there are assets, debts, creditors, employee dues, tax issues or disputes.
How much is the official strike off fee?
The BRS fee schedule lists the official application fee to strike a company name off the register under section 897 at KSh 2,000. Professional and compliance cleanup fees are separate.
How long does it take?
A clean voluntary strike off usually takes at least three months because of the Gazette objection period. In practice, allow about three to six months for a complete, unopposed file.
Need to close a Kenyan company properly?
Business & Immigration East Africa can review your company records, identify the correct closure route, prepare the strike off or winding-up documents and guide post-dissolution KRA closure.
Strike Off, Dissolution and Winding Up in Kenya: What is the Difference?
Many business owners use the words strike off, dissolution and winding up interchangeably, but they do not mean the same thing in practice.
| Term | Meaning | Best used where |
|---|---|---|
| Strike off | Administrative removal of the company’s name from the Companies Register. | The company is dormant, debt-free, asset-free and no longer needed. |
| Dissolution | The company ceases to legally exist after the Registrar’s final dissolution notice or completion of liquidation. | The final legal outcome of a valid strike off or liquidation process. |
| Winding up / liquidation | A structured process for closing the company’s affairs, collecting assets, paying liabilities and distributing any surplus. | The company has assets, debts, creditors, shareholders’ funds, employee dues, disputes or insolvency concerns. |
Important: Do not use a simple strike off application to avoid creditors, taxes, employees, disputes or regulatory liabilities. If the company has unresolved obligations, select the correct liquidation or insolvency route.
Which Company Closure Route Should You Choose?
Voluntary strike off
Best for: dormant companies with no assets, no liabilities, no active business and no disputes.
Outcome: the company is removed from the register and dissolved after the Gazette process if no valid objection is raised.
Members’ voluntary liquidation
Best for: solvent companies that can pay all debts but still need a formal liquidation process to close affairs, realise assets and distribute surplus.
Outcome: a liquidator winds up the company and applies for deregistration after completion.
Creditors’ voluntary liquidation
Best for: insolvent companies where directors and shareholders choose to commence liquidation with creditor involvement.
Outcome: assets are realised and creditors are dealt with under insolvency rules.
Compulsory winding up by court
Best for: contested or creditor-driven cases, including inability to pay debts, statutory demands, judgments or just and equitable grounds.
Outcome: the court makes a liquidation order and a liquidator manages the winding up.
Cost of Striking Off or Winding Up a Company in Kenya
The total cost depends on whether the company is a clean dormant company, whether annual returns are current, whether the KRA tax ledger is clean, and whether the matter is a simple strike off or a formal liquidation. This page focuses on closure; company registration, tax compliance and insolvency litigation should remain on separate service pages to avoid search-intent overlap.
| Item | Estimated cost / fee | Notes |
|---|---|---|
| Official BRS strike off application fee | KSh 2,000 | BRS lists this for an application by a company to strike its name off the register under section 897. Other platform, Gazette, penalty, tax or professional costs may apply. |
| Annual returns arrears and Companies Registry penalties | Variable | Depends on company compliance status and number of pending years. |
| KRA tax cleanup and PIN closure support | Variable | May involve filing nil returns, resolving penalties, clearing tax ledgers or responding to KRA queries. |
| Professional strike off support by BIEA | From KSh 45,000 for a clean dormant company | Includes file review, document preparation, filing guidance and follow-up. Complex or non-compliant files are quoted after review. |
| Formal winding up / liquidation | Quoted separately | Liquidation may involve a licensed insolvency practitioner, creditor meetings, Gazette notices, asset realisation, court or Official Receiver steps. |
Information date: 11 June 2026. Government fees, eCitizen workflows, Gazette costs, penalties and KRA requirements may change. Confirm the fee position before filing.
Get a costed closure assessment
Send us the company name, registration number, KRA PIN status, last annual return filed and whether the company has debts or assets. We will advise whether strike off or liquidation is the safer route.
Requirements for Voluntary Company Strike Off in Kenya
For a clean voluntary strike off application, prepare the company records and confirm that the company qualifies before filing.
Company information
- Company name and registration number.
- Current directors, shareholders and beneficial ownership records.
- Registered office and official company email or eCitizen access details.
- Latest CR12 or company records review, where required.
Compliance information
- Annual returns filing status at the Companies Registry.
- KRA PIN status and tax compliance position.
- Confirmation that the company has no pending creditor claims, employee dues, loans, supplier obligations or litigation.
- Confirmation that company bank accounts, mobile money tills, licences, county permits and statutory registrations are ready for closure.
Strike off documents
- Board resolution approving the proposed strike off and dissolution.
- Members’ or shareholders’ resolution approving closure.
- Application by the company to have its name struck off the register, commonly filed using the relevant Companies Registry form for strike off.
- Director/member affidavits or declarations confirming dormant status, no assets and no liabilities, where required by the Registry.
- Financial report, management accounts or confirmation of nil assets and liabilities, where required.
- Supporting correspondence or objection responses, if the Registry, KRA or any stakeholder raises queries.
Do not file before checking eligibility: A company should not apply for voluntary strike off where it recently traded, changed its name, disposed of trading stock, has assets or liabilities, has pending proceedings, or is being used to defeat creditors.
How to Strike Off a Company in Kenya: Step-by-Step Procedure
The steps below apply to a typical dormant, debt-free limited company applying for voluntary strike off and dissolution.
1Conduct a company closure review
Review the company’s current CR12/company record, beneficial ownership filings, annual returns, KRA status, bank accounts, contracts, licences and any pending obligations.
2Clear annual returns and KRA issues
File pending annual returns, regularise Companies Registry records and resolve KRA return, penalty or tax liability issues before the strike off application is lodged.
3Pass board and members’ resolutions
The directors and shareholders should formally approve the closure and authorise the filing of the strike off application.
4Prepare the strike off application
Prepare the Companies Registry application and supporting documents, including resolutions, affidavits/declarations and financial confirmations where required.
5File through the Companies Registry / eCitizen system
Lodge the application through the official Companies Registry platform and pay the applicable statutory fees.
6Notify required parties
Copies of the application should be served on required parties such as members, employees, creditors, directors and pension trustees or managers where applicable.
7Gazette notice of intended dissolution
The Registrar publishes a notice of intended dissolution in the Kenya Gazette. The notice period allows objections to be raised, commonly by creditors, KRA or other affected parties.
8Respond to objections or Registry queries
If an objection is raised, address it before the file can proceed. KRA objections are common where returns, penalties, VAT/PAYE issues or tax liabilities remain unresolved.
9Final notice and dissolution
If no valid objection remains, the Registrar may publish the final notice confirming that the company has been struck off and dissolved.
10Post-dissolution closures
Use the dissolution evidence to close or deregister the company’s KRA PIN, statutory registrations, bank accounts, county licences, merchant accounts and operational subscriptions where applicable.
Winding Up of a Company in Kenya
Winding up or liquidation is different from a simple strike off. It is the correct route where the company has assets, debts, shareholders’ funds, creditors, employees, pending contracts, tax issues or insolvency concerns.
Members’ voluntary liquidation: solvent company
This applies where the company can pay its debts but requires a formal process to close its affairs. The directors usually make a declaration of solvency, shareholders pass the liquidation resolution, a liquidator is appointed, assets are realised, debts are paid and any surplus is distributed to shareholders.
Creditors’ voluntary liquidation: insolvent company
This applies where the company cannot pay its debts and the directors/shareholders commence liquidation with creditor involvement. Creditors may participate in appointing the liquidator and reviewing the statement of affairs.
Compulsory winding up by court
This applies where a creditor, the company or another authorised party petitions the court for liquidation. Common triggers include inability to pay debts, unsatisfied judgments, statutory demands, fraud, deadlock or just and equitable grounds.
| Route | Company status | Main control | Common use case |
|---|---|---|---|
| Voluntary strike off | Dormant, no assets, no liabilities | Directors / members with Registrar process | Clean closure of an unused company |
| Members’ voluntary liquidation | Solvent | Members and liquidator | Formal closure where assets or distributions exist |
| Creditors’ voluntary liquidation | Insolvent | Creditors and liquidator | Business cannot pay debts but directors initiate orderly closure |
| Compulsory liquidation | Often insolvent or disputed | Court and liquidator | Creditor petition, serious disputes or court-ordered liquidation |
How Long Company Dissolution and Winding Up Takes in Kenya
| Stage | Indicative timeline | What may delay it |
|---|---|---|
| Pre-filing review and compliance cleanup | 1–4 weeks | Unfiled annual returns, missing eCitizen access, outdated company records or KRA issues. |
| Application filing | Depends on document readiness and portal processing | Incomplete resolutions, missing affidavits, mismatched company records or filing rejections. |
| Gazette objection period | At least 3 months | KRA objection, creditor objection, employee claims or disputes. |
| Final dissolution and post-closure | 2–8 weeks after clearance, depending on file movement | Registry backlog, pending objection clearance or missing post-dissolution documents. |
| Liquidation / winding up | Several months to over one year | Asset realisation, creditor meetings, litigation, tax audits, court processes or complex accounts. |
Common Mistakes When Closing a Company in Kenya
- Using strike off when liquidation is required: if the company has assets, debts, creditors or disputes, simple strike off may be unsafe.
- Ignoring KRA: dissolution at the Companies Registry does not automatically cancel the company’s tax obligations.
- Leaving annual returns pending: Registry compliance gaps can delay or block the application.
- Not notifying affected parties: members, creditors, employees or pension trustees may object if not properly dealt with.
- Closing the company before dealing with bank accounts and assets: undistributed property can create serious post-dissolution complications.
- Assuming directors are automatically protected: dissolution does not necessarily extinguish prior liabilities or misconduct.
Official Sources and Useful References
Information date: 16 June 2026. This page is based on the Companies Act, 2015, the Insolvency Act, 2015 and Companies Registry / BRS practice materials available as at the review date. Always confirm live BRS/eCitizen fees and filing requirements before lodging.
- Business Registration Service – Miscellaneous Fees
- Business Registration Service – Form CR18 application to strike off
- Business Registration Service – Company Voluntary Liquidation
- Business Registration Service – Layman’s Guide to Insolvency, Part 2
- Kenya Law – Insolvency Act
This page is for general information and does not replace legal, tax or insolvency advice for a specific company file.
Frequently Asked Questions
What is the difference between strike off, dissolution and winding up in Kenya?
Strike off is the administrative removal of a company from the Companies Register. Dissolution is the legal end of the company. Winding up is the broader process of closing the company’s affairs, realising assets, paying liabilities and distributing any surplus.
Which companies qualify for voluntary strike off in Kenya?
Voluntary strike off is generally suitable for a dormant company that has no assets, no liabilities, no pending disputes and no recent trading activity. A company with debts, assets or unresolved obligations should be assessed for liquidation instead.
How much does it cost to strike off a company in Kenya?
The official BRS application fee for a company to strike its name off the register under section 897 is KSh 2,000. Other costs may include professional fees, annual returns arrears, KRA cleanup, Gazette-related costs and liquidation expenses where applicable.
How long does company dissolution take in Kenya?
A clean voluntary strike off normally takes at least three months because of the Gazette objection period. In practice, allow about three to six months for a complete and unopposed file. Liquidation may take longer.
Can a company with debts use the simple strike off process?
No. A company with debts, active creditor claims, employee dues, tax liabilities or assets to realise should not use simple strike off. It should be assessed for the appropriate liquidation or insolvency procedure.
What documents are required for company strike off in Kenya?
Typical documents include company details, board resolution, members’ resolution, statutory application form, affidavits or declarations where required, tax compliance information, financial confirmation and supporting company records.
Does dissolution cancel the company KRA PIN automatically?
No. KRA PIN closure or tax deregistration should be handled separately after dissolution, together with other statutory and operational closures such as bank accounts, NSSF, SHA, NITA or county licences where applicable.
Can a dissolved company be restored in Kenya?
Yes. A struck-off or dissolved company may be restored in legally permitted circumstances. The correct route depends on the reason for dissolution, the time elapsed and whether administrative or court restoration applies.
Legal Disclaimer
This guide provides general information on strike off, dissolution and winding up of companies in Kenya. It is not legal, tax or insolvency advice. Company closure should be assessed based on the company’s records, tax position, assets, liabilities, creditors, employee obligations and any pending disputes.