ASIC Form 2213 Sets Requirements for Changing a Company's State or Territory of Registration

Key Takeaways

• ASIC's Form 2213 and its accompanying guide set out the process for a company to change the State or Territory in which it is taken to be registered under section 119A(3) of the Corporations Act 2001.
• The process requires a special resolution, ministerial approval, and a series of time-bound lodgements and waiting periods.
• Compliance teams should note that the document is labeled a press release dated 2026-09-16 but contains form versions dated 2011 and 2014, so it appears to be a republished or reference version rather than a new rule.

Deep Dive

ASIC's Form 2213 and its accompanying guide set out the process for a company to change the State or Territory in which it is taken to be registered under section 119A(3) of the Corporations Act 2001. The process requires a special resolution, ministerial approval, and a series of time-bound lodgements and waiting periods. Compliance teams should note that the document is labeled a press release dated 2026-09-16 but contains form versions dated 2011 and 2014, so it appears to be a republished or reference version rather than a new rule.

The company must pass a special resolution approving the change (Reg 2A.2.01). The applicant must attach, as annexure "A", written authorization from the relevant Minister of the State or Territory of current registration under paragraph 119A(3)(i). The form includes a declaration that the special resolution was passed and that no Court order has set it aside. A director or secretary must sign it, and a lodgement fee applies. Annexures must meet formatting rules: A4 paper, 10mm margins, company name and ACN shown, consecutive page numbering, block letters, an endorsement statement, and signature by the same signatory as the form.

A copy of the special resolution must be lodged with ASIC within 14 days of passing, using Form 205, and late fees apply afterward. The application cannot proceed without this. Members holding at least 10% of votes capable of being cast may apply to the Court within 28 days to set aside the resolution on grounds of unfair prejudice. Any Court order must be lodged with ASIC within 14 days. ASIC cannot alter registration details until 28 days after the application is made. It must then issue a new certificate of registration if the resolution stands, the Minister has approved, and ASIC knows of no other impediment. No lodgement period is prescribed for the form itself.

Legal and company secretarial teams should build a checklist and timeline covering the resolution date, Form 205 lodgement (14 days), the 28-day member challenge window, ministerial approval, and the 28-day ASIC hold. They should also assess knock-on effects of a change in registration, such as contracts, licenses, registers, and filings that reference the registered State or Territory. Key risks include missed 14-day deadlines resulting in late fees or a stalled application, defective annexures leading to rejection, and delays from ministerial approval or member challenges. Inaccurate declarations signed by officers could create personal exposure, so evidence of the resolution and the absence of a Court order should be retained.

Source: Australian Securities and Investments Commission