De-Registration & Dissolution - Mgi Alekim LLP

De-registration & dissolution

We help you wind up your company the right way

To Wind up your Company or to shut down or close down a Company is commonly referred to as Winding Up or deregistration of a Limited Liability Company.
A company may voluntarily wind up for any of several reasons including termination of the Business of the company, Company ceasing to carry on Business for whatever reason, Company running into losses and becomes unsustainable. A company may also be wound up by the court.

Procedure For Winding Up
  1. Special Resolution of the Board of the Company: A Special resolution, constituted in the prescribed form must be passed by the Board of the company for the affairs of the company to be wound up.
  2. An application in Writing is made to the Registrar of Companies, in the prescribed form, Stating the intention of the company to Wind up its affairs. The application shall be accompanied by the Resolution, minutes of the Meeting where the resolution was passed and copies of all outstanding company returns.
  3. Where the Registrar is satisfied with the application. The registrar shall cause the application to be published in the Kenya Gazette for a period of 3 months.
  4. At the pleasure of the Registrar, the company shall be removed from the Register of Companies.
Requirements For Deregistration
  • Special Resolution
  • Minutes to the Resolution.
  • Company Annual returns.
  • Clearance from all Charges, debentures, mortgages and chattels of the company.
  • Written application.

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