Company Dissolution Form (Kenya)
COMPANY DISSOLUTION FORM
Voluntary Striking Off | Companies Act No. 17 of 2015 | Part XXXVI (Sections 878–915)
Business Registration Service (BRS) — eCitizen Portal
[Company Name]
BRS Registration Number: [BRS Number]
KRA PIN: [KRA PIN]
Registered Office Address: [Registered Address]
Date of Incorporation: [Incorporation Date]
Previous Names (if any): [Previous Names]
PART 1 — SHAREHOLDERS' RESOLUTION
The shareholders of [Company Name] passed a [Resolution Type] on [Resolution Date] authorising the voluntary dissolution of the company and directing the directors to submit the striking-off application to the Business Registration Service (BRS) via the eCitizen portal under Section 883 of the Companies Act No. 17 of 2015.
Shareholders authorising dissolution: [Shareholders]
PART 2 — DIRECTORS' DECLARATION
We, the directors of [Company Name] listed below, hereby declare under the Oaths and Statutory Declarations Act Cap. 15 that:
2.1 The company ceased carrying on business on [Cessation Date], which is not less than three months before the date of this declaration, satisfying the requirement under Section 883 of the Companies Act No. 17 of 2015.
2.2 Reason for dissolution: [Reason for Dissolution]. [Additional Notes]
2.3 The company has no outstanding debts, liabilities, or obligations as at the date of this declaration.
2.4 The company is not a party to any pending legal proceedings.
2.5 All assets have been distributed, realised, or otherwise lawfully disposed of. Asset distribution details: [Asset Distribution]
2.6 No liquidation or winding-up proceedings are pending or anticipated.
Directors signing this declaration: [Directors]
PART 3 — STATUTORY CLEARANCES
3.1 KRA Tax Compliance Certificate: [KRA Compliance Status]. Certificate Number (if issued): [KRA Certificate Number]
Clearance covers corporate income tax (Income Tax Act Cap. 470), PAYE, VAT (Value Added Tax Act No. 35 of 2013), and withholding tax obligations.
3.2 NSSF (Act No. 45 of 2013) and SHIF (Social Health Insurance Act No. 16 of 2024) Clearance: [NSSF/SHIF Status]
3.3 Employee settlement under the Employment Act No. 11 of 2007: [Employee Settlement]
3.4 Creditor notification and debt settlement: [Creditor Notification]
PART 4 — BRS STRIKING-OFF APPLICATION STATEMENT
The directors of [Company Name] hereby apply to the Registrar of Companies to strike the company off the register of companies maintained by the Business Registration Service (BRS) under Section 883 of the Companies Act No. 17 of 2015. The directors confirm that publication of notice of intended striking off in the Kenya Gazette under Section 888 of the Companies Act is authorised and that no objection is anticipated from any creditor or interested party.
PART 5 — SIGNATURES AND WITNESS
Declaration made on: [Declaration Date]
Witnessed by: [Witness Name]
(Commissioner for Oaths / Notary Public — Oaths and Statutory Declarations Act Cap. 15)
Signature of Director(s): ________________________
Signature of Commissioner for Oaths / Notary Public: ________________________
Official Stamp: ________________________
Director 1
________________
Signature
Director 2
________________
Signature
Commissioner for Oaths / Notary Public
________________
Signature
What Is a Company Dissolution Form (Kenya)?
A Company Dissolution Form in Kenya is the document by which the directors and shareholders of a private limited company initiate the voluntary removal of the company from the register of companies maintained by the Business Registration Service (BRS) under the Companies Act No. 17 of 2015. Dissolution — also called voluntary striking off — terminates the company's legal existence and discharges it from future obligations, provided all liabilities have been settled, all assets distributed, and all statutory clearances obtained.
The Companies Act No. 17 of 2015, which replaced the former Companies Act Cap. 486, governs the formation, management, and dissolution of private limited companies, public limited companies, and companies limited by guarantee in Kenya. Part XXXVI of the Companies Act (Sections 878 to 915) deals specifically with striking off, dissolution, and restoration. The Business Registration Service (BRS), established under the Business Registration Service Act No. 15 of 2015, administers the company register through the eCitizen portal — the same platform used for company registration, annual return filing, and director notifications.
Voluntary striking off under Section 883 of the Companies Act No. 17 of 2015 is available to any company that has not traded or carried on business for at least three months before the application and has no outstanding liabilities. The directors must declare, under a signed and dated declaration, that the company has ceased trading, has no outstanding debts or liabilities, has no pending legal proceedings, has distributed or accounted for all assets, and has obtained clearance from the Kenya Revenue Authority (KRA). The KRA clearance — confirming that all PAYE, VAT, corporate income tax, and other tax obligations have been settled — is obtained through the iTax platform using the company's KRA PIN.
Dissolving a company in Kenya differs from winding up or liquidation, which is the formal insolvency process under the Insolvency Act No. 18 of 2015 administered through the High Court (Commercial Division). Liquidation applies where a company has insufficient assets to pay its debts and requires a court-appointed Official Receiver or licensed insolvency practitioner. The Company Dissolution Form (voluntary striking off) is only appropriate where the company is solvent and all liabilities have been fully discharged.
The Registrar of Companies, operating through the BRS, may also initiate involuntary striking off under Section 878 of the Companies Act where a company has not filed annual returns for two consecutive years or has not responded to statutory notices — this is distinct from voluntary dissolution and does not require the directors' declaration. The Environment and Land Court (ELC) may order restoration of a struck-off company to the register within 10 years of dissolution if it is shown that the company had assets or rights at the time of dissolution that should have been preserved.
The legal framework governing the Company Dissolution Form (Kenya) in Kenya draws on several key statutes and regulatory bodies. Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010. Parties executing a Company Dissolution Form (Kenya) in Kenya should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act No. 17 of 2015 sets the foundational requirements.
When Do You Need a Company Dissolution Form (Kenya)?
A Kenya Company Dissolution Form is needed when the directors and shareholders of a private limited company have decided to wind down the business voluntarily and wish to formally remove the company from the register of companies maintained by the Business Registration Service (BRS).
The Form is needed when a company has ceased trading — for example, because the business venture did not succeed, the market opportunity no longer exists, the founders are moving to a different business structure, or the company's purpose (such as a project-specific special purpose vehicle) has been fulfilled. Section 883 of the Companies Act No. 17 of 2015 requires that the company must have ceased trading for at least three months before the striking-off application is submitted.
A Company Dissolution Form is required when a company registered via the eCitizen portal of the Business Registration Service has been dormant for an extended period and is accruing annual return filing obligations, BRS penalties, and KRA administrative burden without any corresponding business activity. Directors of dormant companies remain personally exposed to fiduciary liability under Sections 142 to 167 of the Companies Act until the company is formally dissolved.
The Form is needed when shareholders have agreed, by ordinary or special resolution under the Companies Act No. 17 of 2015, to wind down operations, distribute any remaining assets to shareholders in proportion to their shareholding, and apply for striking off. The shareholders' resolution must be properly recorded in the company's minute book and filed with the BRS.
A Company Dissolution Form is required as part of a corporate restructuring — for example, where a holding company is eliminating non-operating subsidiary companies registered under the Companies Act, or where a foreign company branch registered in Kenya is being withdrawn following the parent company's exit from the Kenyan market.
The Form is also needed when annual return filings have lapsed and the BRS has issued a notice of intention to strike off the company — in this case, the directors may choose to cooperate by voluntarily completing the dissolution process rather than waiting for involuntary striking off, which may have adverse reputational and credit history consequences.
What to Include in Your Company Dissolution Form (Kenya)
A Kenya Company Dissolution Form under the Companies Act No. 17 of 2015 must contain the following essential elements to meet Business Registration Service (BRS) requirements and secure a valid striking-off order.
Company Identification: The company's full registered name exactly as it appears on the BRS register, the BRS Registration Number (in the format PVT-XXXXXXXX for private companies), the company's KRA PIN, and the registered office address. Any previous names under which the company was registered must also be disclosed.
Directors' Declaration: A signed declaration by all current directors of the company, made under the Oaths and Statutory Declarations Act Cap. 15, confirming that: the company has ceased to carry on business for not less than three months; the company has no outstanding debts, liabilities, or obligations; the company is not a party to any pending legal proceedings; all assets have been realised, distributed to shareholders, or otherwise lawfully disposed of; no liquidation or winding-up proceedings are pending or anticipated; and the application is made with the knowledge and consent of all shareholders.
Shareholders' Resolution: A certified copy of the shareholders' resolution — ordinary or special as required by the company's articles of association — authorising the voluntary dissolution and directing the directors to submit the striking-off application to the BRS via the eCitizen portal.
KRA Tax Clearance Certificate: Confirmation that all tax obligations have been fulfilled, including corporate income tax under the Income Tax Act Cap. 470, VAT under the Value Added Tax Act No. 35 of 2013, PAYE for all former employees, and any outstanding withholding tax remittances. The KRA Compliance Certificate is obtained through the iTax platform.
NSSF and SHIF Clearance: Confirmation that all National Social Security Fund (NSSF) contributions under the NSSF Act No. 45 of 2013 and Social Health Insurance Fund (SHIF) contributions under the Social Health Insurance Act No. 16 of 2024 for all former employees have been fully remitted.
Employee Settlement Confirmation: A declaration that all employees have been formally terminated in accordance with the Employment Act No. 11 of 2007, all outstanding salaries, leave pay, and severance entitlements have been paid, and all P9 tax certificates have been issued to former employees for their KRA personal tax filing.
Creditors Notification: Evidence that all known creditors have been notified of the intended dissolution and have confirmed settlement or have no outstanding claims against the company.
Asset Distribution Record: A statement of the final assets of the company and how they were distributed — either sold and proceeds applied to liabilities and shareholder distributions, or distributed in specie to shareholders in proportion to their shareholding.
Signatory and Witness Requirements: All directors must sign the declaration, and signatures must be witnessed by a Commissioner for Oaths or Notary Public appointed under the Oaths and Statutory Declarations Act Cap. 15. Forms-legal.com provides this Company Dissolution Form as a practical starting point for directors and shareholders of Kenyan companies wishing to initiate voluntary dissolution under the Companies Act No. 17 of 2015.
Additional compliance elements for a Company Dissolution Form (Kenya) used in Kenya include: Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010. Forms-legal.com provides this template as a starting point for Kenya-compliant documentation.
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note = {Free legal document template}
}Frequently Asked Questions
Dissolution (voluntary striking off) and liquidation are two distinct processes under Kenyan company law. Dissolution under Part XXXVI of the Companies Act No. 17 of 2015 is a simple administrative process available only to solvent companies that have ceased trading, settled all liabilities, and distributed their assets. Directors submit a declaration and application to the Business Registration Service (BRS) via the eCitizen portal, and the Registrar removes the company from the register. The process typically takes 2 to 4 months. Liquidation under the Insolvency Act No. 18 of 2015 is a formal court-supervised process for winding up a company that is insolvent — unable to pay its debts as they fall due. Liquidation involves the High Court (Commercial Division) appointing an Official Receiver or licensed insolvency practitioner, who realises the company's assets, pays creditors in the statutory order of priority (secured creditors first, then preferential creditors including employees' wages and NSSF contributions, then unsecured creditors), and distributes any surplus to shareholders. If a company has outstanding debts that cannot be paid, voluntary striking off is not available — the directors must instead use the liquidation route to avoid personal liability for fraudulent or wrongful trading under the Insolvency Act.
Before a company in Kenya can be validly struck off the register of companies maintained by the Business Registration Service (BRS), it must obtain a Kenya Revenue Authority (KRA) Tax Compliance Certificate confirming that all tax obligations have been settled. The KRA Tax Compliance Certificate is obtained through the iTax portal using the company's KRA PIN. The certificate confirms clearance for: corporate income tax under the Income Tax Act Cap. 470 (30% on taxable profits); PAYE income tax remitted on behalf of all employees under the progressive PAYE bands for 2025/2026; VAT returns filed and any outstanding VAT liability settled under the Value Added Tax Act No. 35 of 2013; withholding tax on payments to third parties, including management fees (5%), dividends (5% to residents; 15% to non-residents), and professional fees; and any outstanding Turnover Tax if the company was in the turnover tax regime (annual turnover KES 1 million to KES 25 million at 1%). Companies must also file all outstanding annual tax returns before applying for the compliance certificate. The KRA may conduct a final tax audit before issuing the certificate for companies with significant prior-year tax exposure. The compliance certificate is valid for 12 months from the date of issue.
Yes. Under Section 900 of the Companies Act No. 17 of 2015, a company that has been struck off the register of companies may be restored within 10 years of dissolution. There are two restoration routes: administrative restoration and court-ordered restoration. Administrative restoration is available where the company was struck off by the Registrar (involuntary striking off) and the company was still trading at the time of striking off, or the company was struck off by mistake. The directors or shareholders apply to the Business Registration Service (BRS) via the eCitizen portal with the outstanding annual returns, outstanding BRS fees and penalties, and a declaration that the company is ready to resume compliance. Court-ordered restoration is available under Section 904 of the Companies Act where a former member, creditor, or any person with an interest in the company applies to the High Court (Commercial Division) for a restoration order — typically where the company had assets at the time of dissolution that should have been preserved, or where ongoing litigation requires the company to be a legal party. The court may attach conditions to the restoration order, including payment of outstanding obligations and the appointment of an administrator. A company restored to the register is treated as if it had never been struck off, and any property that vested in the state as bona vacantia upon dissolution is liable to be restored to the company.
When a company is dissolved (struck off) in Kenya under the Companies Act No. 17 of 2015, any property or rights that the company held at the time of dissolution and that were not properly distributed before dissolution vest in the national government as bona vacantia under Section 895 of the Companies Act. This is the legal doctrine by which ownerless property passes to the state. Practically, this means that if directors strike off a company without first distributing or transferring all assets — including bank account balances, land, intellectual property rights, or receivables — those assets become government property and can only be recovered through a court restoration order. As to debts: dissolution does not automatically extinguish the company's obligations to creditors, and creditors who were not paid before dissolution may apply to the High Court under Section 904 for restoration of the company to pursue their claim. Directors who approved the dissolution while knowing of outstanding debts may face personal liability for wrongful trading or breach of fiduciary duty under Sections 142 and 800 of the Companies Act. This is why the directors' declaration in the Company Dissolution Form — confirming that all liabilities have been settled — is a critical document that must be accurate.
Voluntary dissolution of a private limited company via striking off under the Companies Act No. 17 of 2015 in Kenya typically takes 2 to 4 months from the date of application submission to the Business Registration Service (BRS) via the eCitizen portal, provided all pre-conditions are met. The pre-application steps — obtaining KRA Tax Compliance Certificate, NSSF and SHIF clearance, settling all employee entitlements, filing outstanding annual returns, and holding the shareholders' resolution — typically require 1 to 3 months depending on the company's tax filing status and the KRA's processing timeline. Once the dissolution application is filed on eCitizen, the BRS publishes a notice of intention to strike off in the Kenya Gazette — creditors and other interested parties have 3 months from publication to object under Section 888 of the Companies Act. If no objection is received, the Registrar strikes the company off the register and publishes a dissolution notice in the Kenya Gazette. The entire process therefore typically spans 4 to 6 months from the initial decision to dissolve. The process may be extended where outstanding KRA audits are pending, where undisclosed creditors come forward after the Gazette notice, or where the BRS requests additional documentation from the directors.
Directors of a dissolved company in Kenya may face personal liability in certain circumstances under the Companies Act No. 17 of 2015 and the Insolvency Act No. 18 of 2015. If directors signed the dissolution declaration knowing that the company had outstanding debts — or having taken distributions from the company's assets that left it unable to meet creditor claims — they may be personally liable for fraudulent trading under Section 800 of the Companies Act, which allows a court to hold directors personally responsible for the company's debts without the protection of limited liability. Where a court finds that directors continued to incur debts in the company's name after they knew or should have known the company was insolvent and incapable of meeting its obligations (wrongful trading), Section 801 of the Companies Act and Section 640 of the Insolvency Act provide similar personal liability exposure. The Kenya Revenue Authority (KRA) also has the power under the Tax Procedures Act No. 29 of 2015 to hold directors jointly and severally liable for unpaid tax debts of a company where those debts arose during their directorship. Directors should therefore ensure that all company obligations — to KRA, NSSF, SHIF, employees, trade creditors, and lenders — are fully settled before signing the dissolution declaration and submitting the striking-off application to the BRS.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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