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Notice of Proposal to Strike Off
I need a Notice of Proposal to Strike Off for a private limited company that has ceased trading and has no outstanding liabilities. The document should include the company's name, registration number, and a statement confirming that the company has no assets or liabilities, and should comply with the requirements set by the Companies Registration Office in Ireland.
What is a Notice of Proposal to Strike Off?
A Notice of Proposal to Strike Off is an official warning from the Companies Registration Office (CRO) in Ireland that they plan to remove a company from their register. The CRO sends this notice when they believe a company is no longer trading or has failed to file required annual returns.
Companies typically receive this notice through registered post and see it published in the CRO Gazette. Once issued, the company has 90 days to respond or fix any issues. After this period, if no action is taken, the company will be dissolved and lose its legal status in Ireland, with its assets transferring to the State.
When should you use a Notice of Proposal to Strike Off?
The Companies Registration Office (CRO) issues a Notice of Proposal to Strike Off when companies fail to meet their legal obligations in Ireland. Common triggers include not filing annual returns, failing to maintain a registered office, or when the CRO has reasonable cause to believe the company is no longer in business.
Directors and company secretaries must take immediate action upon receiving this notice. The 90-day response window is crucial for filing outstanding returns, updating company records, or proving the company remains active. Ignoring the notice leads to company dissolution, personal liability for directors, and the transfer of company assets to the State.
What are the different types of Notice of Proposal to Strike Off?
- Involuntary Strike-Off Notice: Issued by the CRO when a company fails to file annual returns or maintain proper records
- Voluntary Strike-Off Notice: Used when directors actively request company dissolution through proper channels
- Revenue Commissioner Strike-Off: Initiated when a company has significant tax compliance issues
- Administrative Strike-Off Notice: Sent when the CRO cannot contact the company at its registered address
- Gazette Publication Notice: The formal public announcement of the proposed strike-off in Ireland's official CRO Gazette
Who should typically use a Notice of Proposal to Strike Off?
- Companies Registration Office (CRO): Issues the Notice of Proposal to Strike Off and manages the strike-off process in Ireland
- Company Directors: Must respond to the notice and take corrective action to prevent company dissolution
- Company Secretary: Responsible for ensuring compliance and managing correspondence with the CRO
- Creditors: May object to the strike-off if the company owes them money
- Revenue Commissioners: Can initiate or object to a strike-off based on tax compliance status
- Legal Representatives: Often assist companies in responding to or challenging the notice
How do you write a Notice of Proposal to Strike Off?
- Company Details: Gather the complete legal name, CRO number, and registered address of the company
- Annual Returns: Review status of all required filings and identify any outstanding returns
- Financial Status: Check for unpaid creditors, tax obligations, or other financial liabilities
- Director Information: Compile current directors' details and ensure contact information is up-to-date
- Response Strategy: Decide if you'll object to the strike-off or comply with dissolution requirements
- Timeline Planning: Mark the 90-day deadline and schedule necessary actions within this window
What should be included in a Notice of Proposal to Strike Off?
- Company Identifiers: Full legal name, CRO number, and registered office address
- Legal Basis: Citation of Section 726 of the Companies Act 2014
- Strike-Off Grounds: Clear statement of the reason for proposed dissolution
- Response Period: Explicit mention of the 90-day deadline for company response
- Required Actions: Specific steps the company must take to avoid strike-off
- Warning Statement: Notice that assets will transfer to the State upon dissolution
- Official Signatures: Registrar's signature and CRO official stamp
- Publication Notice: Reference to Iris Oifigiúil publication details
What's the difference between a Notice of Proposal to Strike Off and a Notice of Termination?
A Notice of Proposal to Strike Off differs significantly from a Notice of Termination in both purpose and legal implications. While both involve ending something, they operate in completely different contexts within Irish law.
- Legal Authority: Strike-off notices come exclusively from the CRO under the Companies Act 2014, while termination notices can be issued by any party ending a contract or employment relationship
- Scope of Impact: A strike-off dissolves the entire company and transfers assets to the State, whereas termination notices end specific relationships while leaving the company intact
- Response Timeline: Strike-off notices provide a mandatory 90-day window for response, while termination notices follow contractually agreed notice periods
- Recovery Options: Companies can restore their status within 20 years after a strike-off, but termination notices typically offer no reversal once executed
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