Does the state in which I register my company matter? Can I change it later?

On the second screen of your application you are asked to select a state or territory in which your company will be registered.

This refers to the legal jurisdiction within which your company will function. You must observe the legislation, regulations and legal principles of the state, and may be litigated against in the courts of that state. Often the biggest consideration for companies is the jurisdictional difference in stamp duty payable on share transfers.

However, the company does have legal capacity and powers in and outside this jurisdiction.

You can change your registered jurisdiction at a later stage by following these instructions:

  • Conduct a shareholders meeting to propose the resolution.
  • Submit a Form 205 - Notice of Resolution with ASIC 14 days after the meeting.
  • It is necessary to obtain ministerial consent (from the minister in your current jurisdiction) to effect a change of jurisdiction pursuant to the Corporations Act 2001 (Cth) s 119A(3)(a)(i). In your application to the minister you will need to include your annual turnover, total assets and an explanation of why you would like to change jurisdictions.
  • You must complete Form 2213 – Application for change of State or Territory of registration of a company and lodge this with ASIC along with your approval letter. There is a $479 fee attached to this transaction.

This is not a quick transaction. It can take several weeks to obtain ministerial approval. It will usually take an additional 28 days upon lodgement of Form 2213 with ASIC for the jurisdictional change to take effect.

 

 

This information is of a general nature only and does not constitute professional advice. You must seek professional advice in relation to your particular circumstances before acting.

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