De-registration and liquidation of foreign companies

De-registration and liquidation of foreign companies

  1. What happens if a registered foreign company ceases to operate or carry on business in Kenya or is dissolved or de-registered in its country of incorporation?

The company’s local representative(s) at the relevant time must: 

  • within one month of the company ceasing to carry on business in Kenya, notify the Registrar of that fact using Form FC9
  • within one month of the company being dissolved or de-registered in its place of origin, notify the Registrar of that fact using Form FC10

and following receipt of any such notice, the Registrar will strike the company’s name from the Foreign Companies Register at which point the company ceases to be registered under the Companies Act, 2015 but remains subject to the filing requirements under the Act with respect to matters occurring at or prior to such de-registration.

  1. Appointment of a liquidator

The company’s local representative(s) at the relevant time must: 

  • within one month of commencement of liquidation proceedings in its place of origin, notify the Registrar of that fact.
  • when a liquidator is appointed, notify the Registrar of such appointment using Forms as statutorily required.
  1. De-registration in other circumstances

Where the Registrar reasonably believes that a registered foreign company is not carrying on business in Kenya or is carrying on such business without a local representative, s/he may (after following the laid down notification procedure) strike the company’s name from the Foreign Companies Register at which point the company ceases to be registered under the Companies Act but remains subject to the filing requirements under the Act with respect to matters occurring at or prior to such de-registration.

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