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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 Accounting and Corporate Regulatory Authority (ACRA) in Singapore.
What is a Notice of Proposal to Strike Off?
A Notice of Proposal to Strike Off is an official warning from ACRA (Singapore's business registry) that they plan to remove a company from their register. This usually happens when ACRA believes a company has stopped doing business or isn't following key regulations.
Once issued, company directors have 60 days to respond. If nobody objects, ACRA will strike off the company, ending its legal existence. This process affects the company's ability to operate, its assets, and any ongoing contracts. Directors should take this notice seriously, as reinstatement after strike-off can be complex and costly.
When should you use a Notice of Proposal to Strike Off?
Companies typically encounter a Notice of Proposal to Strike Off when they've stopped business operations and want to close down formally. This notice can be part of a voluntary process where directors request ACRA to strike off their dormant company, saving time and money compared to formal winding up.
The notice also appears when ACRA detects that a company hasn't filed annual returns, failed to maintain a registered office, or shows other signs of inactivity. Directors facing financial difficulties or planning to cease operations can proactively request this process through ACRA's online portal, provided the company meets specific eligibility criteria like having no debts or ongoing operations.
What are the different types of Notice of Proposal to Strike Off?
- ACRA issues two main types of Notice of Proposal to Strike Off: voluntary and involuntary. Voluntary notices come after a company requests strike-off, while involuntary ones are issued when ACRA detects non-compliance.
- Voluntary notices require confirmation that the company meets all eligibility criteria, has no assets or liabilities, and has stopped trading.
- Involuntary notices typically cite specific breaches like failure to file annual returns or maintain a registered office address.
- Both types follow the same 60-day objection period but have different supporting document requirements.
Who should typically use a Notice of Proposal to Strike Off?
- ACRA Officers: Issue the Notice of Proposal to Strike Off and oversee the strike-off process, ensuring compliance with Singapore's Companies Act.
- Company Directors: Receive the notice and must respond within 60 days, either to object or confirm the strike-off intention.
- Corporate Secretaries: Help manage communications with ACRA and ensure proper documentation during the strike-off process.
- Creditors: May object to the strike-off if the company has outstanding debts or obligations.
- Shareholders: Must be notified and may object to protect their interests in the company.
How do you write a Notice of Proposal to Strike Off?
- Company Details: Gather your company's UEN number, registered address, and latest annual return date.
- Financial Status: Confirm all debts are settled, bank accounts closed, and no assets remain.
- Compliance Check: Verify tax clearance from IRAS and CPF payments are complete.
- Director Consent: Obtain written approval from all directors for voluntary strike-off.
- Documentation: Prepare board resolution, cessation of business declaration, and final accounts.
- Online Submission: Use ACRA's BizFile+ platform for efficient application processing and tracking.
What should be included in a Notice of Proposal to Strike Off?
- Company Information: Full registered name, UEN number, and registered office address
- Strike-off Grounds: Clear statement of reasons for proposed strike-off action
- Legal Authority: Citation of Section 344A of the Companies Act
- Objection Period: Explicit mention of the 60-day objection window
- Consequences: Clear explanation of strike-off effects on company status
- ACRA Details: Official letterhead, reference number, and issuing officer's signature
- Response Instructions: Clear guidance on how to object or respond to the notice
What's the difference between a Notice of Proposal to Strike Off and a Notice of Termination?
The Notice of Proposal to Strike Off differs significantly from a Notice of Termination in several key ways. While both documents signal an end to something, their scope, legal implications, and processes are quite different.
- Legal Effect: A Strike Off Notice leads to the complete dissolution of a company's legal existence, while a Notice of Termination only ends a specific business relationship or contract.
- Issuing Authority: Strike Off Notices come exclusively from ACRA, whereas Termination Notices can be issued by any contracting party.
- Response Timeline: Strike Off Notices have a mandatory 60-day objection period under Singapore law. Termination Notices follow contract-specific notice periods.
- Reversibility: Once a company is struck off, restoration requires court approval. Terminated contracts can often be renewed or renegotiated between parties.
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