Deregistration

A company can either be deregistered voluntarily or at the initiative of the Registrar of Companies due to non compliance.
 Procedures for voluntary deregistration

• A Form 45 must be lodged together with a lodgment fee of K50.

• It is compulsory that Part A of Item 4 in the Form 45 must be complied with, therefore, a written notice from the Commissioner General of IRC stating that he has no objection to the deregistration of the company, must be attached.

•  An authorized shareholder, director or person may sign the Form 45.

• Once the Form 45 is processed and accepted, status will show “INTENT TO DEREGISTER” and the “DATE” it was accepted.

• The company will not be removed/deregistered UNLESS the following criteria is met and then, presented to the ROC:
  
  

  • A copy of the public notice in one of the daily newspapers circulating throughout the country,

  • A copy of public notice in the National Gazette,

  • If no objection is received from the public regarding the deregistration within one month of the date of publication of the above notices then ROC will deregistered the company.

At the initiative of the Registrar of Companies due to non compliance

  
Part XIX of the Companies Act 1997 (“the Act”) sets out grounds or the reasons for the removal of a company from the register of registered companies/ deregistration and also the steps to be followed to effect the removal.

Section 366 of the Act specifies all the grounds or reasons for the removal of a company from the register. If the grounds or reasons exist, the company or specified persons with an interest in the company can initiate the removal of a company. The Registrar may also initiate the removal of a company. The relevant provisions of Section 366 that allows for the Registrar to initiate the removal and to prescribe the formal steps to remove a company from the register are:

• The Registrar is satisfied that the company has ceased to carry on business and there is no reason for existence,

• The company has been placed into liquidation and no liquidator is acting or no final report and account of liquidation lodged within six months,

• The annual return is at least six months late,

• Failed to submit to the Registrar any document required to be lodged un the Act, within 18 months of the time required.

Reinstatement of  a Deregistered Company

A company has two options in which it can apply for reinstatement.

• To apply to the National Court to obtain a Court Order of which is lodged to the Companies Office together with the outstanding annual returns and their applicable fees

• Apply directly to the Registrar to reinstate the deregistered company:-

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  • Submission of the Notice of Intention to Reinstate to the Companies Office for the approval of the Registrar

  • After the approval of the Notice, the applicant publishes it in one of the daily newspapers circulating the country and also in the National Gazette.

  • After a month from the date of publication, the Application to Reinstate is submitted with a fee of K750 together with the outstanding annual returns and their applicable fees.

Download Forms

Form 45      . Request to Remove Company from Register

Application . Application for Reinstatement

Notice        . Notice of Intention for Reinstatement

The Forms are in PDF format which can be viewed/printed with the free Adobe Acrobat Reader.