Sometimes it might be beneficial for a Company registered in one State or Territory to change that State or Territory of registration. This could be for tax reasons or simply operational purposes. As some of the best business lawyers, we can tell you what you’ll need to do to get the change registered and the legal considerations you’ll need to be aware of.
First things first
Any significant change to a Company’s registered details need to be voted on and registered with ASIC.
You’ll need to organise a shareholder meeting and propose the change as a Special Resolution. Most of the time (dependant on the terms of your company constitution and/or any applicable shareholders agreement) all this will require is to get together the company Directors and vote on the change. For these kind of changes the Government requires that the vote be passed by 75%.
Registering with ASIC
This is a three-step process that requires two forms to be filled out.
1. You hold the shareholders meeting and propose the resolution.
2. 14 days after the shareholders meeting and presuming it was passed, you’ll need to get a copy of ASIC Form 205 and lodge it with ASIC. You can find it on their website or contact us and we’ll be happy to provide you one. Included in this lodgement must be a copy of the Special Resolution.
3. After you lodge this, you’ll need to write a letter to the Minister and get a letter back that approves the change. The Minister that needs to be contacted will depend on which State or Territory that your company is already registered in. Luckily, you only need to contact the Minister of the place that you are already registered in and won’t need to worry about the Minister of the place that you want to be registered in.
What needs to be included in this letter to the Minister includes such things as your annual turnover, your total assets, and why you want to change your place of registration.
You’ll have to wait a few weeks for the approval, but once you get it, attach it to an ASIC Form 2213 and lodge both of the documents with ASIC. As business lawyers, we have experience in this process and can help you through every step.
All you’ll have to do now is just wait for ASIC to make the changes. They will send you out a new Certificate of Registration once the transfer has been processed.
To conclude, changing the State or Territory where your company is registered can be done without too much hassle. However, do remember that there could be some tax considerations that you’ll need to discuss with your accountant. If you have any legal questions though, get into contact with us, we’ll put one of our best business lawyers on the case and get your company transferred in no time.
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