People often incorporate their companies in one state, and then want to change the State of Registration to another.

Why do people want to do this? There are a variety of reasons for this. Maybe another state has some additional tax benefits that you would like to take advantage of, which are not available in the state that you originally registered your company in. Or perhaps your business operations have moved to another state, and it is more convenient for you to have the state of registration moved to that state.

Regardless of the reason, changing the state of registration of your company is not a simple process. There are a number of steps which must be followed.

Get shareholder approval

First you must obtain shareholder approval. There must be a minimum of 75% of the shareholders approving the change in the state of registration, unless your company’s constitution or shareholders agreement requires a different vote. Shareholder approval is usually obtained by special resolution.

Notify ASIC

Once you have received approval from your shareholders, you are required to notify ASIC of your intentions to change the state of registration. To do this, you are required to complete a Form 205 which is available here.

Obtain minister’s approval

You cannot change the state of registration of your company until you obtain the minister’s approval. You need to seek approval from the minister of the State or Territory that your company is currently registered in. Every State and Territory has a different minister or regulatory body who approves this. For New South Wales, this is the New South Wales Attorney General and Minister for Justice.

There are a number of things that you should address in this letter to the minister, including, but not limited to:

  • details about your company;
  • the company’s principal place of business;
  • the type of business that the company is engaged in;
  • the company’s annual turnover, assets and liabilities;
  • information about the company’s employees; and
  • why you are seeking to change the state of registration.

If you get approval, let ASIC know

If you are successful in obtaining the minister’s approval, you need to notify ASIC again – this time using a Form 2213. The form is available here. ASIC will not change the state of registration until at least 28 days after the day of lodgement. This is because ASIC needs to provide anyone who wishes to challenge the change, sufficient time to do so.

Conclusion

It can be difficult to obtain the minister’s approval to change the state of registration for your company. If have good reasons for wanting to switch the state of registration, we recommend that you seek the assistance of a business lawyer. You can get in touch with a business lawyer by calling LegalVision on 1300 544 755.

Priscilla Ng

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