Notice of Proposal to Strike Off Template for United States

A Notice of Proposal to Strike Off is an official warning from the Securities and Exchange Commission (SEC) that a company might be removed from the Philippine corporate registry. The SEC issues this notice when a company fails to submit annual reports, pay registration fees, or show signs of business activity for an extended period.

Once issued, company directors have 30 days to respond and prove their business is still active. If they don't respond, the SEC will proceed with deregistration, making it illegal for the company to continue operations. This process helps maintain an accurate registry of active Philippine corporations and removes dormant entities from the system.

The SEC typically issues a Notice of Proposal to Strike Off when companies stop submitting required reports or show no signs of business activity. Common triggers include failing to file annual financial statements for three consecutive years, not paying registration fees, or maintaining zero operations while keeping the corporate name.

Philippine corporations receiving this notice must act quickly to prove their active status. This involves submitting updated financial reports, paying outstanding fees, and demonstrating current business operations. Companies planning to resume operations should respond before the 30-day deadline to avoid the costly process of re-registration later.

• Public Notice: The most common form issued by the SEC, warning of potential company deregistration due to non-compliance with reporting requirements
• Administrative Notice: Sent directly to company officers, detailing specific violations and required remedial actions
• Gazette Publication: A formal announcement published in newspapers and official channels, especially for companies with outdated contact information
• Final Notice: Issued after previous warnings, giving a last 30-day window before strike-off proceedings begin

• Securities and Exchange Commission: Issues the Notice of Proposal to Strike Off and oversees the entire deregistration process
• Corporate Directors: Must respond to the notice and provide evidence of continued business operations
• Company Secretary: Handles the administrative response and coordinates document submissions
• Corporate Lawyers: Advise companies on legal compliance and appeal procedures
• Creditors and Stakeholders: May file objections or claims against the company before strike-off

• Company Details: Gather the complete corporate name, registration number, and principal office address
• Compliance History: Document any missed annual reports, unpaid fees, or regulatory violations
• Timeline Records: Note dates of last filed reports and communications with the company
• Contact Information: Compile current addresses and contact details of all corporate officers
• Publication Details: Prepare notice text for official gazette and newspaper publication
• Delivery Method: Determine appropriate service methods to ensure proper notification

• Company Identification: Full registered name, SEC registration number, and tax identification number
• Legal Grounds: Specific reasons for proposed strike-off, citing relevant sections of the Corporation Code
• Compliance Failures: Details of missed reports, unpaid fees, or operational inactivity
• Response Period: Clear statement of the 30-day deadline to respond
• Required Actions: Specific steps the company must take to prevent strike-off
• Official Signatures: Name and designation of the authorized SEC officer issuing the notice

A Notice of Proposal to Strike Off differs significantly from a Notice of Termination in both purpose and legal implications. While both documents signal an end to something, they operate in different spheres and have distinct consequences.

• Legal Authority: A Strike Off Notice comes exclusively from the SEC as a regulatory action, while a Notice of Termination can be issued by any party ending a business relationship or employment
• Scope of Impact: Strike Off affects the entire corporate existence and all stakeholders, whereas Termination Notice typically affects specific contractual relationships only
• Response Options: Strike Off gives companies 30 days to prove active status or face deregistration, while Termination Notice usually involves following pre-agreed contract terms
• Recovery Process: After Strike Off, restoration requires formal re-registration; with Termination, parties can often negotiate new terms or reinstate the original agreement