To restore a deregistered company in Kenya, use either administrative restoration through the Business Registration Service or a court-ordered restoration under the Companies Act, 2015, after filing all outstanding returns, settling penalties, and regularising tax and governance records.
Key Takeaways
Restoration is governed by the Companies Act, 2015 and follows two pathways: administrative restoration via BRS or court-ordered restoration.
Companies are usually struck off for prolonged non-compliance, such as failing to file annual returns, pay penalties, update records, or meet beneficial ownership requirements, not insolvency.
The administrative route requires confirming strike-off status with BRS, filing all outstanding returns, settling penalties, and submitting a restoration application with resolutions.
Restoration does not erase historical tax obligations, KRA may require prior corporate tax returns, VAT reconciliation, PAYE regularisation, and payment of penalties and interest.
Failure to restore exposes directors to personal liability, loss of contractual rights, inability to recover company assets, and banking or regulatory restrictions.
A restore deregistered company Kenya process refers to the legal and regulatory procedure used to reinstate a company that has been struck off the register by the Business Registration Service (BRS). In Kenya, this process is governed under the Companies Act, 2015 and can be executed either through administrative restoration or a court order.
Restoration is not merely a filing exercise—it is a full compliance recovery process involving statutory filings, tax regularisation with the Kenya Revenue Authority (KRA), and reconstruction of financial and governance records in line with IFRS standards.
This guide provides a detailed breakdown of how to restore a deregistered company in Kenya, including legal steps, compliance requirements, tax implications, and post-restoration governance obligations.
Why Companies Are Struck Off in Kenya
Companies are commonly struck off the register due to prolonged non-compliance with statutory obligations rather than insolvency.
A company may be struck off if it fails to:
File annual returns for multiple years
Pay statutory penalties
Maintain updated company records with BRS
Comply with beneficial ownership disclosure requirements
Demonstrate active business operations
Once struck off, the entity loses legal capacity to operate, contract, or hold assets in its name.
Businesses seeking to avoid deregistration typically rely on structured Company Secretarial Services to maintain continuous compliance.
Legal Framework for Restore Deregistered Company Kenya Process
The process to restore deregistered company Kenya is governed under the Companies Act, 2015. There are two legally recognized pathways:
1. Administrative Restoration (BRS Route)
This applies where:
The company was struck off for non-compliance
No insolvency proceedings exist
The application is made within statutory timelines
2. Court-Ordered Restoration
This applies where:
Administrative restoration is unavailable or rejected
There is dispute among stakeholders
The strike-off involved legal irregularities
Both processes ultimately aim to restore the company’s legal status in the official register maintained by BRS.
Administrative Process to Restore Deregistered Company in Kenya
The administrative route is the most common method used to restore deregistered company Kenya cases.
Step 1: Confirm Strike-Off Status
Obtain official confirmation from BRS showing:
Date of strike-off
Reason for deregistration
Outstanding compliance obligations
Step 2: File Outstanding Returns
All missing statutory filings must be completed, including:
Annual returns for all inactive years
Updated company information
Financial statements where applicable
This process often requires support from Bookkeeping Services to reconstruct financial records.
Step 3: Settle Penalties
All penalties arising from missed filings must be cleared before restoration.
Step 4: Submit Restoration Application
The application includes:
Completed BRS restoration forms
Board/shareholder resolutions
Proof of compliance regularisation
Payment confirmations
Step 5: Approval and Reinstatement
Once approved, the Registrar restores the company, reinstating its legal status retroactively.
Risks of Not Restoring a Deregistered Company in Kenya
Failure to restore a deregistered company in Kenya may result in:
Personal liability exposure for directors
Loss of contractual rights
Inability to recover company assets
Banking and regulatory restrictions
Legal complications in re-registration
Delays also increase compliance and financial risk exposure.
Strategic Outlook for Restore Deregistered Company Kenya (2026)
The process to restore deregistered company Kenya is becoming increasingly strict due to tighter integration between BRS and KRA systems.
Restoration is now a full compliance reconstruction process, not just an administrative filing. Companies must demonstrate complete financial, tax, and governance alignment before reinstatement is granted.
Businesses that maintain continuous compliance avoid the complexity and cost of restoration entirely.
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What law governs restoring a deregistered company in Kenya?
The process is governed under the Companies Act, 2015, which provides two legally recognized pathways: administrative restoration through the Business Registration Service (BRS) and court-ordered restoration.
When should I use the court route instead of administrative restoration?
The court process applies when administrative restoration is unavailable or rejected, where there is a dispute among stakeholders, or where the strike-off involved legal irregularities. It requires a High Court petition and formal notification of the BRS Registrar.
Does restoring a company clear its past tax liabilities?
No. Restoration does not eliminate historical tax obligations. KRA may require filing of previous corporate tax returns, VAT reconciliation, PAYE regularisation, and payment of penalties and interest.
What are the risks of leaving a company deregistered in Kenya?
Failure to restore can lead to personal liability exposure for directors, loss of contractual rights, inability to recover company assets, banking and regulatory restrictions, and legal complications in re-registration.
What must be done to maintain compliance after restoration?
After restoration, file annual returns on time every year, maintain proper accounting records, keep statutory registers and governance records updated, handle payroll statutory deductions, and conduct internal compliance reviews to prevent future strike-off.
