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Striking Off Company Registration

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STRIKING OFF COMPANY REGISTRATION

This application for striking the Company from the register is submitted by Company Name: (Company Number: ) whose registered office is located at and whose jurisdiction of incorporation is .

Date on which the Company ceased to carry on business or intends to cease: . Reason for application to be struck off: .

RECITALS

WHEREAS the Company has ceased trading and the directors have determined that it is expedient and proper that the Company be removed from the register in accordance with the applicable statutory procedure; and

WHEREAS the directors warrant that, to the best of their knowledge after due inquiry, the Company has no outstanding litigation, undischarged liabilities, assets of material value, or ongoing obligations which would be adversely affected by removal from the register; and

WHEREAS the applicant submits this formal registration for striking off and requests the Registrar to record the removal of the Company from the register in accordance with applicable law and procedure.

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS

In this application: "Applicant" means the Company and its duly authorized officers as identified herein; "Registrar" means the official responsible for maintaining the public register and processing applications for strike-off; "Effective Date" means the date on which the Company is removed from the register by the Registrar.

2. APPLICATION FOR STRIKING OFF

The Applicant hereby applies to the Registrar for the removal of the Company from the register and requests that the Registrar record the Effective Date. The Applicant requests strike-off to take effect on or after: .

3. DECLARATIONS AND UNDERTAKINGS

The Applicant, by its authorized signatory, solemnly declares and warrants that:

(a) The Company has ceased trading and has no intention of resuming business after the Effective Date; and

(b) All known creditors and other parties having claims against the Company have been notified of the intended strike-off where required by law or commercial practice, or the Applicant has taken reasonable steps to notify such parties; and

(c) The Company has no outstanding secured debts, registered charges, mortgages, or liens except as disclosed in the schedule provided with this application; and

(d) There are no pending or threatened legal proceedings against the Company that would prevent removal from the register, except as set out below:

4. STATEMENT OF ASSETS, LIABILITIES AND TAXES

The Applicant certifies that, save as disclosed in this application, the Company has no assets of material value and no unfulfilled tax liabilities, and that all statutory filings and tax returns required up to the date of this application have been filed or arrangements made for the filing and payment of any amounts due.

5. NOTICES AND CORRESPONDENCE

6. FEES AND ACKNOWLEDGEMENT

The Applicant acknowledges responsibility for any fees required to process this application and confirms payment arrangements have been made where applicable. The Applicant understands that incomplete or false information may result in refusal of the application.

7. EFFECT OF STRIKE-OFF

Upon the Effective Date the Company shall be removed from the register and cease to exist as a legal entity for all purposes provided by law. The Applicant acknowledges that removal may affect third-party rights and that statutory provisions governing restoration or claims following strike-off may apply.

8. REPRESENTATIONS, WARRANTIES AND INDEMNITY

The Applicant represents and warrants that all information supplied in this application is true and accurate to the best of its knowledge. The Applicant agrees to indemnify and hold harmless the Registrar and its officers from and against any liability, loss or expense arising from any misrepresentation, omission or failure to disclose material information in this application.

9. NOTICES

Any notice or other communication required or permitted under this application shall be in writing and shall be delivered to the addresses for correspondence set out in this application. Notices shall be deemed given upon receipt.

10. GOVERNING LAW

This application and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of the Company, without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This application constitutes the entire agreement between the Applicant and the Registrar with respect to the matters addressed herein and supersedes all prior proposals, agreements or communications, whether oral or written.

12. SEVERABILITY

If any provision of this application is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this application shall be effective unless in writing and signed by the Applicant and an authorized representative of the Registrar. No waiver of any term shall be effective unless in writing. This application may be executed in counterparts, each of which shall be deemed an original.

14. ADDITIONAL DECLARATIONS

The undersigned director or authorized officer declares under penalties of perjury that the information provided in this application is true and correct and that they are authorized to make this application on behalf of the Company.

Company Representative:

By:

Date:

Registrar Official:

By:

Date:

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What a Striking Off Company Registration Is and why it matters

A Striking Off Company Registration is the formal process for removing a business entity from a state or federal register so it no longer appears as an active company. In the U.S. context this typically follows voluntary dissolution or administrative removal for noncompliance with state filing, tax, or reporting obligations. The filing package can include a dissolution certificate, final tax clearance or proof of payment, and any required state forms. Completing the process properly ends ongoing corporate obligations and limits future liabilities for officers and owners when accepted by the state authority.

When striking off protects owners and closes compliance gaps

Striking off a company formally ends its registration and signals to state authorities that the entity has ceased operations, which can limit future fees, penalties, and administrative actions.

When striking off protects owners and closes compliance gaps

Which parties typically prepare and file a striking off application

Verify state-specific signature, tax clearance, and submission requirements before filing to ensure the strike-off is accepted without delay.

  • Corporate officers and managers often prepare the required dissolution resolution and signatory documents for submission.
  • Registered agents and state‑filing service providers handle domestic filing submission and tracking with the Secretary of State.
  • CPAs and tax advisors confirm final returns and clearance requirements before strike-off is requested with state authorities.

Core elements to include in a professional striking off submission

A complete striking off package is concise and focuses on identity, authority, tax status, and required state forms to avoid rejection or follow-up.

Company Identity

Exact legal entity name, state of formation, registered agent, and business address matched to state records to prevent processing delays.

Resolution

Board or member resolution authorizing strike-off; includes effective date, vote record, and signature block showing authority to apply.

Final Tax Status

Evidence of final federal and state tax returns, tax clearance, or receipts demonstrating no outstanding tax liabilities where required.

State Form

Signed certificate of dissolution or prescribed striking off form as issued by the Secretary of State, completed per instructions.

Fees

Payment method for filing fees and any franchise or late fees; include transmittal details and copy of receipt when available.

Contact Details

Designated contact for follow-up, including name, email, telephone, and mailing address to receive confirmation or deficiency notices.

Step-by-step: completing a striking off filing

Follow these steps in sequence to prepare and submit a striking off registration accurately and consistently.

  • 01
    Confirm Authority: Document board/member approval and signer authority before preparing forms.
  • 02
    Gather Tax Records: Collect final federal and state returns, and any tax clearance or proof of filing.
  • 03
    Complete State Form: Fill the prescribed dissolution/strike-off form per state instructions with accurate data.
  • 04
    Submit and Pay: File with the Secretary of State, pay fees, and retain proof of submission and receipt.

How to set up the online strike-off workflow

Configure your digital workflow to capture authority, attachments, and secure signatures before filing with the state.

Authentication Choose email link or SMS code signer verification for attribution.
Signature Order Set signer roles and sequence for resolution and corporate officer signatures.
Required Fields Mark company name, EIN, effective date, and signer block as mandatory fields.
Attachments Require PDF uploads for tax filings and resolutions with size limits enforced.
Notifications Enable email confirmations to all parties on completion and receipt generation.

Where to file and how the submission flows

A typical striking off submission moves from preparer to signers, then to the Secretary of State and relevant tax authorities or registered agent.

  • Prepare: Assemble forms, resolutions, and final tax evidence in a single filing packet.
  • Sign: Obtain authorized electronic or wet signatures from corporate officers and registered agents.
  • File: Submit to the Secretary of State by online portal, mail, or in-person clerk where available.
  • Confirm: Receive state confirmation and retain copies for corporate records and tax purposes.

Common timing considerations and filing deadlines

Key deadlines vary by state and tax authority; plan filings to align with federal and state tax return due dates to avoid penalties.

Final Federal Return:

File the entity's final federal tax return by its normal due date to report final activity.

State Tax Clearance:

Obtain state tax clearance if required; timing depends on state revenue office processing.

Secretary of State Filing:

Submit dissolution/strike-off paperwork per state instructions; some states process within days, others weeks.

Record Retention Start:

Retain records from the effective date of striking off for federal and state retention requirements.

Notification Periods:

Watch for creditor notice or waiting periods required by some states before final removal.

Frequent mistakes that delay or invalidate a strike-off filing

  • Using a trade name or DBA instead of the entity's exact legal name, causing rejection for mismatch with state records.
  • Failing to include final tax returns or clearance when the state requires them, which can lead to returned filings.
  • Submitting unsigned or unauthorized resolutions where signers lack documented authority, triggering resubmission requests.
  • Skipping required attachments or mislabeling files, which increases processing time and invites administrative follow-up.

Legal and financial consequences of improper or incomplete filings

Late Tax Penalties: May trigger IRC §6721 penalties for late or incorrect information returns.
Franchise Fees: Outstanding state franchise taxes can survive strike-off and accrue interest.
Personal Liability: Directors or officers may face claims if corporate formalities were ignored.
Reinstatement Costs: Reinstating a struck-off entity can require fees and corrective filings in many states.
Tax Audits: Improper final filings increase the chance of state or federal tax audits.
1099 Penalties: Failing to issue or file required 1099s can create per‑form penalties under IRC.

Digital signing and e‑submission: technical considerations

Verify the platform can produce an audit trail, offer appropriate signer authentication, and accommodate any state RON or notarization requirements.

  • Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365 and other systems streamline document assembly.
  • File Formats: PDF and DOCX support are essential for state portals and archival needs.
  • Security: TLS 1.2/1.3 and AES‑256 encryption protect documents in transit and at rest.

Typical eSignature pricing and capability comparison

Vendor pricing and feature availability vary; the table summarizes common starting prices and compliance features relevant to striking off filings and final‑signature workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about striking off company registration

Answers to common questions about execution, eSign validity, tax clearance, reversal, and recordkeeping for strike-off filings.


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