On 2 January 2026 in Gazette Notice No. 72; 30 January 2026 in Gazette Notice No. 1159, 1161 and 1163; and 6 February 2026 in Gazette Notice No. 1660, the Registrar published notices listing companies that were non-compliant pursuant to section 894(3) of the Companies Act, Cap 486. The notices indicated that the listed companies would be struck off the Register of Companies in three months from the date of publication, unless any person with an interest in the companies showed cause why they should not be struck off.

What grounds define non-compliance?

Pursuant to section 894 (1A) of the Companies Act Cap 486, the Registrar may form a reasonable belief that a company is not carrying on business:

• where the company has failed to file annual returns or financial statements for a period of five years or more; or
• where the 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.

Action required

Companies listed in the Gazette notices on 2 January 2026, 30 January 2026, and 6 February 2026  pursuant to Section 894(3) of the Companies Act Cap 486, are required to urgently review their compliance status under the Act. The affected companies should take immediate steps to regularise any outstanding statutory filings and submit the necessary documentation to the Registrar within the prescribed three-month period.

Comment

We strongly recommend that companies ensure statutory compliance with the Companies Act. Timely regularisation of statutory obligations is essential to avoid adverse legal consequences, including dissolution and removal from the Register of Companies.

We remain available to provide legal guidance and support to ensure compliance and to assist with any necessary remedial action.

For any assistance, questions, or inquiries, please send an email to alex.muchira@cdhlegal.com and yvonne.njuguna@cdhlegal.com