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A Notice of Proposal to Strike Off is an official warning from Corporations Canada that your company might be removed from the federal corporate registry. It's typically sent when a business hasn't filed annual returns, paid required fees, or maintained a registered office address.

Companies usually receive this notice 120 days before being struck off the registry. During this period, you can prevent dissolution by fixing the compliance issues and submitting any missing documents. Once a corporation is struck off, it legally ceases to exist and loses its rights to operate or own property in Canada.

Corporations Canada issues a Notice of Proposal to Strike Off when companies fall behind on their legal obligations. Common triggers include failing to file annual returns for two consecutive years, not maintaining a valid registered office, or letting your corporate records become seriously outdated.

The notice starts a critical 120-day countdown for your business. This period gives you time to catch up on filings, update your corporate information, or pay outstanding fees. Acting quickly during this window helps avoid the serious consequences of dissolution, including losing your business name and legal status.

• A Notice of Proposal to Strike Off comes in two main forms: the standard federal notice from Corporations Canada and provincial variations from regional registries. While the content is similar, provincial notices may have different timelines and requirements.
• The notice itself typically includes three key sections: identification details of the corporation, specific grounds for the proposed strike-off (missing filings, fees, or address updates), and clear instructions about the response deadline and remedial actions needed.
• Some notices may include additional sections for multiple infractions or special circumstances, like operating without proper licenses or failing to maintain Canadian residency requirements for directors.

• Corporations Canada: Issues the Notice of Proposal to Strike Off when companies fail to meet legal requirements. They monitor compliance and manage the strike-off process.
• Corporate Directors: Receive and must respond to these notices, often responsible for addressing compliance issues to prevent dissolution.
• Corporate Lawyers: Help companies interpret the notice and take corrective actions, often managing the response process.
• Corporate Secretaries: Usually handle the administrative tasks needed to remedy the issues cited in the notice.
• Shareholders: Need to be informed as dissolution affects their ownership rights and may require their involvement in saving the corporation.

• Corporate Information: Gather the company's legal name, corporation number, registered office address, and director details from official records.
• Compliance Review: Document specific violations that triggered the notice, such as missed annual returns or outdated information.
• Timeline Assessment: Calculate and clearly state the 120-day response deadline from the notice date.
• Required Actions: List specific steps the corporation must take to avoid dissolution, including any fees or forms needed.
• Delivery Method: Ensure the notice will reach all required parties through proper registered mail or official electronic channels.

• Corporate Identification: Full legal name of the corporation, corporation number, and registered office address.
• Legal Authority: Citation of relevant sections from the Canada Business Corporations Act authorizing the strike-off action.
• Grounds for Action: Clear statement of specific violations or defaults triggering the notice.
• Response Timeline: Explicit 120-day deadline and consequences of non-response.
• Required Remedies: Detailed list of actions needed to prevent dissolution.
• Official Authentication: Date, Director's signature, and Corporations Canada's official seal or electronic verification.

A Notice of Proposal to Strike Off differs significantly from a Notice of Default in several key aspects, though both serve as formal warnings about non-compliance. Understanding these differences helps ensure you're using the right document for your situation.

• Legal Authority: A Notice of Proposal to Strike Off comes exclusively from Corporations Canada, while a Notice of Default can be issued by various parties in contractual relationships.
• Scope of Impact: Strike-off notices threaten the corporation's entire existence, whereas default notices typically address specific contractual breaches or payment issues.
• Response Timeline: Strike-off notices provide a standard 120-day remedy period. Default notices usually have variable cure periods based on the contract terms.
• Resolution Options: Strike-off notices require specific corporate compliance actions, while default notices may allow for multiple remedy methods, including negotiated settlements.