Achekam

Closing a Kenyan company properly

The registry, VAT, eTIMS and training levy steps that come with closing a Kenyan company, in a sensible order, and how to lock the final books.

By Achekam · · 5 min read · For Running a business businesses in Kenya

dissolve company Kenya

Companies stop trading for ordinary reasons. A project ends, the owners retire, a group is tidied up, or a venture simply did not work. Walking away from a dormant company is tempting, but it leaves registrations open at the Business Registration Service and at KRA, and open registrations keep generating obligations long after the last sale.

Closing properly means unwinding each registration the company took on, in an order that does not leave one waiting for another. This article walks through the registry route, the VAT and eTIMS notices, the training levy notice, and how to close off the last months of the books so they stay complete.

Dissolution and striking off at BRS

The Business Registration Service (BRS) handles the company side. Its fee schedule for the Companies Registry, an undated page, lists dissolution of a company at Kshs 4,000, lodged with a company resolution and forms CR 18 and 19, and says it takes 90 days. Check the current fee before you lodge, as fees change.

BRS's list of forms describes CR18 as a company's application to have its name struck off the register under section 897 of the Companies Act, 2015. The same list has CR48, the application for administrative restoration of a company to the register under section 912, which is the route back if a company is struck off and later needs to be revived, for example because an asset was overlooked.

You can download the forms and read what each is for on the BRS forms page, which lists the Companies Registry forms by number.

The registry step should come last in practice. A company that has been struck off while it still has a VAT registration, an eTIMS device or unfinished returns is much harder to tidy up.

Cancelling VAT and filing the final return

If the company is registered for VAT, the VAT Act as published on Kenya Law (version dated 1 July 2026) requires a registered person who stops making taxable supplies to apply in writing for cancellation of its registration within thirty days. After cancellation, it must submit a final return and pay all tax due within fifteen days.

Two dates to diarise, then: thirty days from the last taxable supply to apply, and fifteen days from cancellation for the final return and payment. Our article on deregistering for VAT in Kenya covers the cancellation itself in more detail.

eTIMS: notices before you stop

Electronic invoicing does not simply stop when the shop closes. The Tax Procedures (Electronic Tax Invoice) Regulations, 2024 require a user to notify the Commissioner in writing thirty days before discontinuing the system. Where the business closes unexpectedly, the notice is due within seven days after the closure.

The same Regulations require users to keep stock-in and stock-out records in the system and to notify the Commissioner in writing of current stock within thirty days before closing the business. A trading company therefore needs a final stock count before it shuts the doors, not after.

Retiring a device or changing systems has its own steps, which are set out in changing, retiring or stopping your eTIMS system.

Telling NITA and closing payroll

A company with staff has payroll registrations too. The Training Levy Order requires an employer that ceases, permanently or temporarily, to be an employer to notify the Director in writing within thirty days, stating the reasons. Send that notice once the last employee has left and the final payroll has been run. For when the levy obligation starts and stops, see the NITA levy: starting and stopping.

Before that notice, finish the final pay run and file and pay the last month's statutory returns, so nothing is owed on the payroll side when the registrations close.

Locking the last months in Achekam

The books have to be finished before anyone can sign off final accounts or a final tax return. In Achekam, each month can be soft-closed, hard-closed and then locked. A closed month refuses postings from every source, so nobody can slip a late journal into a period the final returns were based on. Reopening a hard-closed month needs a second approver, which leaves a clear trail if a correction is genuinely needed.

Before a month closes, the screen checks that the ledger balances and that no posting suggestions, unposted bills or unmatched bank lines are waiting. On a closing company, that check is useful in itself: it shows exactly what is still open.

If an accounting firm has been appointed to the company's books in Achekam, either side can end that appointment when the work is done. The firm then loses access, and the books stay with the business. The directors keep the complete ledger, not a copy held by the accountant.

A closing timeline

Every closure is different, but this order avoids most dead ends:

  1. Decide the last trading date and record the board or shareholder resolution to close.
  2. Thirty days before you stop using eTIMS, notify the Commissioner in writing. Count stock and notify current stock within the thirty days before closing.
  3. Stop taxable supplies and, within thirty days, apply in writing to cancel the VAT registration.
  4. Run the final payroll, pay and file the last statutory returns, and within thirty days of ceasing to employ, notify the Director under the Training Levy Order.
  5. Collect debts, pay suppliers and close bank accounts, recording each step in the books.
  6. File the final VAT return and pay within fifteen days of cancellation.
  7. Close and lock the final months so the figures cannot move.
  8. Lodge the dissolution with BRS, with the resolution and the forms it asks for.
  9. Keep the records. Store the final ledger, returns and correspondence somewhere the former directors can reach.

Before you start

Make one list of every registration the company holds: BRS, KRA obligations, eTIMS devices, payroll and levy registrations, bank accounts and any licences. Closing a company is mostly a matter of working through that list in order and keeping proof that each item was closed.

General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.

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