ADVOKS GLOBAL · KENYA
Companies Act
894. Power of Registrar to strike off company not carrying on business or in operation
Edition: 2024-12-27 · In force
894. Power of Registrar to strike off company not carrying on business or in operation
(1)If the Registrar reasonable believes that a company is not carrying on business or is not in operation, the Registrar may send to the company by post a letter inquiring whether the company is carrying on business or is in operation.(1A)For purposes of subsection (1), grounds upon which the Registrar may form a reasonable belief that a company is not carrying on business may include—(a)where a company has failed to file annual returns or financial statements for a period of five years or more; or(b)where a company has failed to comply with the requirement to lodge a copy of the register of beneficial ownership after being issued with a directive under section 93A.(1B)The Cabinet Secretary may make regulations specifying the grounds upon which a company may be considered not to be carrying on business for the purpose of this section.(2)If the Registrar does not within one month after sending the letter receive any answer to it, the Registrar shall, within fourteen days after the end of that month, send to the company by post a registered letter referring to the first letter, and stating—(a)that no answer to it has been received to it; and(b)that, if no answer is received to the second letter within one month after its date, a notice will be published in the Gazette with a view to striking the name of the company off the Register.(3)If the Registrar—(a)receives an answer to the effect that the company is not carrying on business or is not in operation; or(b)does not within one month after sending the second letter receive an answer to it, the Registrar may publish in the Gazette, and send to the company by post, a notice that, at the end of the period of three months from the date of the notice, the name of the company referred to in it will, unless cause is shown to the contrary, be struck off the Register and the company will be dissolved.(4)At the end of the period specified in the notice sent under subsection (3), the Registrar may, unless cause to the contrary is previously shown by the company, strike the name of the company off the Register.(5)As soon as practicable after striking the name of the company off the Register, the Registrar shall publish in the Gazette a notice to the effect that the name of the company has been struck off the register.(6)On publication of the notice in the Gazette, the company is dissolved.(7)Despite subsection (6)—(a)the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and(b)nothing in this section affects the power of the Court to liquidate a company the name of which has been struck off the Register.