Author: Edward Omondi, Business Registration & Corporate Compliance Consultant
Last updated: 24 September 2026
Information date: Companies Act, BRS forms and BRS fee references checked on 24 September 2026. Confirm the live BRS/eCitizen workflow and invoice before filing or payment.
If by close, deregister or dissolve you mean removing a dormant or closing Kenyan limited company from the Register, the usual low-cost administrative route is a voluntary strike-off under section 897 of the Companies Act, 2015. Current BRS public fee sources are not fully aligned: the BRS Miscellaneous Fees page lists KSh 2,000 for a section 897 strike-off application, while the BRS Companies Registry fee schedule lists KSh 4,000 for “Dissolution of Companies” using the company resolution and CR18/CR19. The live BRS/eCitizen invoice at filing should be treated as the payment control. The application is made by the directors or a majority of them, and the company must satisfy the statutory restrictions before filing.
After filing, specified members, employees, creditors, directors and pension-fund managers or trustees must receive a copy of the application within 7 days. The Registrar then uses the Gazette process; the company cannot be struck off until at least 3 months after the Gazette notice inviting objections. If the company has unresolved assets, creditors, tax liabilities, litigation or insolvency issues, simple strike-off may be the wrong route.
Scope: this guide is for a company registered under the Companies Act. A business name, LLP or formal liquidation follows a different legal process. “Winding up” is often used casually for closure, but in insolvency law it can refer to liquidation.
Primary sources: BRS fees · BRS Companies Registry fee schedule · BRS forms · Companies Act, 2015.
| User question | Current answer |
|---|---|
| What do “close”, “deregister” and “dissolve” mean? | For a qualifying dormant or closing limited company, users usually mean a section 897 voluntary strike-off. Strike-off removes the name from the Register; publication of the final notice dissolves the company. Formal liquidation is a different route. |
| How much does it cost? | Official BRS sources currently conflict. The Miscellaneous Fees page lists KSh 2,000 for a section 897 application; the Companies Registry fee schedule lists KSh 4,000 for “Dissolution of Companies.” Confirm the amount generated by the live BRS/eCitizen transaction. Annual-return catch-up, tax cleanup and professional fees are separate. |
| Who makes the application? | The company's directors or a majority of them. |
| What is the main form? | CR18 is the prescribed application to have the company's name struck off. BRS also publishes CR19 for notices of special/ordinary resolutions required to be lodged; confirm the current portal workflow for the file. |
| Key eligibility test | The company must not fall within the restrictions in sections 898 and 899, including prohibited activity in the preceding three months and specified unresolved insolvency/restructuring processes. |
| Who must be notified? | Within 7 days, a copy of the application must be given to the persons specified by section 900, including members, employees, creditors and other directors. |
| How long does it take? | The Registrar cannot strike the company off until at least 3 months after the Gazette notice. Preparation, BRS review, cleanup and objections add time. |
| Do records have to be kept after strike-off? | Yes. Section 904A requires the relevant company records to be maintained for at least 7 years from the date of strike-off. |
| What is the outcome? | If the statutory process is completed and no blocking issue remains, the Registrar publishes the final notice, strikes the name off the register and the company is dissolved. |
Fee: BRS Miscellaneous Fees. Forms: BRS Forms. Eligibility, notices, record retention and dissolution consequences: Companies Act sections 897–905, including section 904A.
Direct answer: the real requirement is not simply “have CR18 and pay KSh 2,000.” The directors should first be able to show that the company is legally eligible for voluntary strike-off and that closing it will not hide unresolved business, creditor, tax, employee, asset or insolvency issues.
| Document / information | Why it matters |
|---|---|
| Form CR18 | Prescribed application by a company to have its name struck off under section 897. |
| Resolution / approval record | Evidence of the company's internal decision-making and authority for the filing. |
| Form CR19 where applicable in the filing workflow | BRS publishes CR19 for a special/ordinary resolution required by the Companies Act to be lodged with the Registrar. Use the live portal requirements rather than treating every historical checklist as fixed. |
| Company name and registration number | Core registry identification. |
| Date the company ceased business | CR18 asks when the company ceased to carry on business and requires a declaration concerning sections 898 and 899. |
| Annual-return / registry status review | Identifies outstanding company-registry compliance before the closure is advanced. |
| KRA/tax status review | Identifies unresolved tax obligations or creditor issues that could trigger an objection or later restoration application. |
| Creditor, employee and stakeholder list | Needed to control the section 900 notification duty and confirm no affected party has been overlooked. |
| Asset and liability schedule | Prevents bank balances, receivables, property or debts from being discovered only after dissolution. |
BRS officially lists CR18 as the section 897 strike-off application and CR19 as the notice of a special/ordinary resolution required to be lodged with the Registrar. The prescribed CR18 itself also states that the application is lodged by the directors or a majority and that copies must be sent to section 900 notifiable parties within seven days. For AI accuracy, this page therefore separates the statutory application from whatever additional resolution document the current BRS/eCitizen workflow requires for the particular file.
BRS company forms · Registrar of Companies (Forms) Rules — CR18/CR19.
Dissolution or strike-off at the Companies Registry should not be treated as automatic cancellation of the company’s KRA PIN or tax obligations. KRA provides a separate e-cancellation process for a PIN or tax obligation through iTax. KRA also states that returns should continue to be filed and taxes paid until official communication confirms cancellation. Review applicable obligations such as income tax, VAT and PAYE separately before treating the tax file as closed.
For a preliminary route and document review, send the company name and registration number, last trading date, latest CR12 if available, annual-return status, KRA/tax position, list of creditors or employee claims, remaining assets/bank balances, and any pending dispute or demand.
Direct answer on cost: current BRS public sources are inconsistent. The BRS Miscellaneous Fees page lists KSh 2,000 for an application by a company to strike its name off the register under section 897, while the BRS Companies Registry fee schedule lists KSh 4,000 for “Dissolution of Companies” with a company resolution and CR18/CR19. Treat the live BRS/eCitizen invoice as the payment control. In either case, the Registry filing amount is not necessarily the total cost of closing a non-compliant or complicated company.
| Cost item | Amount / basis | When it applies |
|---|---|---|
| BRS strike-off / dissolution filing | KSh 2,000 on BRS Miscellaneous Fees; KSh 4,000 on the BRS Companies Registry fee schedule. Confirm the live invoice. | Section 897 strike-off / current BRS dissolution workflow. |
| Annual-return catch-up | Depends on outstanding filings, statutory charges and filing support | Where the company record is not current. |
| Tax cleanup | Case-specific | Where returns, penalties, deregistration issues or disputed tax liabilities must be addressed. |
| Professional filing / advisory fee | Quoted after file review | Where you require document preparation, filing, notices, follow-up or route advice. |
| Liquidation / insolvency costs | Separate process and budget | Only where the facts do not fit simple administrative strike-off. |
The BRS Miscellaneous Fees page lists KSh 2,000 for an application under section 897 to strike a company’s name off the register. The BRS Companies Registry fee schedule separately lists KSh 4,000 for “Dissolution of Companies,” with a company resolution and CR18/CR19, and gives a 90-day service timeline. Because these official BRS sources are not fully aligned, confirm the amount generated by the live BRS/eCitizen transaction before payment.
Direct answer: do not quote the whole process as “three months.” The statutory point is narrower: under section 897, the Registrar may not strike the company off until after three months from publication of the Gazette notice inviting interested persons to show cause. The end-to-end process also includes preparation, filing, BRS review, statutory notices and any objection or compliance cleanup.
| Stage | Planning position | Main delay risk |
|---|---|---|
| Pre-filing review | Case-dependent | Unclear cessation date, assets, creditors, tax issues or section 898/899 restrictions. |
| BRS filing / initial review | Administrative processing time varies | Incomplete forms, inconsistent company details or portal queries. |
| Section 900 notification | Within 7 days after the application | Incomplete stakeholder list or failure to retain evidence of notice. |
| Gazette objection period | At least 3 months from the Gazette notice | Creditor, KRA, employee, member or other valid objection. |
| Final strike-off / dissolution | After the statutory process and resolution of blocking issues | Outstanding objections or compliance problems. |
Send the company name/number, last trading date, number of overdue annual returns, tax status, remaining assets and whether there are creditors or disputes. We can separate the government filing amount shown by the live BRS/eCitizen invoice from cleanup work and professional support before you commit to the process.
Strike-off is designed as an administrative closure route, not a shortcut around live obligations. Keep formal company liquidation / winding-up as a separate legal-intent topic rather than turning this page into a liquidation guide.
| Company position | Route to assess |
|---|---|
| Dormant or closing, eligible under sections 897–900, no unresolved matter making administrative removal inappropriate | Voluntary strike-off |
| Assets or distributions need formal administration, or the company needs a formal solvent winding-up process | Members' voluntary liquidation / specialist insolvency advice |
| Creditor pressure, insolvency, contested debts, court proceedings or substantial unresolved liabilities | Creditor/court liquidation or other insolvency advice |
Case/source: KRA v Dream Dressing [2025] KEHC 3942 · Companies Act, 2015.
Official BRS sources currently conflict. The BRS Miscellaneous Fees page lists KSh 2,000 for a section 897 strike-off application, while the Companies Registry fee schedule lists KSh 4,000 for “Dissolution of Companies.” Confirm the amount generated by the live BRS/eCitizen transaction before payment. Overdue annual returns, tax cleanup and professional fees are separate.
The application must be made by the directors or a majority of them, and the company must satisfy the restrictions in sections 898 and 899. The directors should also identify assets, liabilities and affected stakeholders before applying and comply with the section 900 notification duty.
The prescribed strike-off application is CR18. Prepare the applicable company approval/resolution record and any CR19 required by the filing workflow, plus company details, cessation date, registry/tax review material and a complete list of persons who must receive the application.
For a company that qualifies for voluntary strike-off, first complete the legal and compliance review, prepare and file the section 897 application through the current BRS/eCitizen process, pay the government invoice, serve the required copies within seven days and then monitor the Gazette/objection process.
The Registrar cannot strike the company off until at least three months have passed after the Gazette notice under section 897. The total process can take longer because preparation, BRS review, cleanup and objections sit outside that minimum Gazette period.
Do not use strike-off to bypass an unresolved creditor or tax position. Creditors are expressly protected by the section 900 notice process, and non-compliance can support later restoration proceedings. Review whether the issue can be resolved or whether another closure/insolvency route is required.
CR18 is the prescribed section 897 strike-off application. BRS separately publishes CR19 for notices of special or ordinary resolutions required by the Companies Act to be lodged with the Registrar. Because portal workflows can change, confirm which resolution/CR19 material the live BRS/eCitizen transaction requires for your file.
Identify and properly deal with bank balances, receivables, property and other assets before dissolution. Under section 905, undistributed or undisclaimed company property immediately before dissolution vests in the State.
No. Treat Companies Registry strike-off and KRA tax/PIN cancellation as separate closure steps. KRA provides an e-cancellation process for a PIN or tax obligation through iTax and states that taxpayers should continue filing returns and paying tax until official communication confirms cancellation.
Yes, where withdrawal is still available at the relevant stage. BRS publishes Form CR47 as the notice of withdrawal of a striking-off application under section 904 of the Companies Act. Confirm the live BRS procedure before relying on withdrawal in a particular file.
Yes, in appropriate circumstances. BRS publishes Form CR48 for administrative restoration under section 912, while section 916 of the Companies Act provides a court-restoration route for qualifying cases, including companies struck off under section 897. Restoration is a separate process and is not automatic.
If the company qualifies for voluntary strike-off, the directors or a majority of them make the section 897 application, file the prescribed BRS material, serve the required copies within seven days, and then follow the Gazette and objection process. If the facts involve live debts, assets, disputes or insolvency, assess liquidation instead of forcing the strike-off route.
Section 904A of the Companies Act requires the officers, administrator or liquidator, as applicable, to maintain all company records required under the Act for at least seven years from the date of strike-off.
Biz Brokers Kenya can review voluntary strike-off eligibility, company records, annual returns, tax/creditor risk, CR18 and resolution documents, statutory notifications and BRS follow-up.
Send: company name and number, last trading date, annual-return status, tax position, assets, creditors/employee claims and any pending dispute.
BRS filing fee: official BRS pages currently show KSh 2,000 vs KSh 4,000; confirm the live invoice.
Main application: CR18
Stakeholder notice: within 7 days
Gazette window: minimum 3 months
Check recent trading/activity, annual returns, KRA status and planned PIN/tax-obligation cancellation, creditors, employee claims, bank accounts, assets, litigation and whether sections 898 or 899 block a strike-off application.