The short version. Holding a client company’s registered office address is now a designated service under the AML rules, and it is the one obligation on the list a firm can simply decide not to have. Stop providing the address and those obligations stop accruing. Two things firms are weighing: whether to keep the service and charge a fee that reflects what it now costs, or to hand the address back and stay on as the client’s ASIC agent, which is a different activity and is treated differently. Lodging forms on instruction is not, by that fact alone, the regulated part.
Seamlss builds onboarding and AML software. We are not your accountant and not your lawyer. This is general information about how the rules work, not advice about your firm, and nothing here is a determination about a service you provide. Resigning as registered office for a book of clients is a real commercial decision with client, ASIC and timing consequences. Take it with your own adviser and whoever owns AML at your firm. A web page is not the place to settle it.
What a registered office actually is
Be precise about this first, because the decision below turns on it and the term gets used loosely.
Every Australian company must have a registered office. It does three jobs, and only the first is widely understood.
- It is where ASIC sends things, when no registered agent is nominated. Where an agent is nominated, and for most firm clients that is the firm, the annual statement goes to the agent instead.
- It is an address for service. Legal documents can be validly served on the company there. That includes the ones nobody wants.
- It is on the public record. Anyone who buys a company search can see it.
The rules that attach are short. It has to be a physical street address in Australia. A PO box will not do. If the company does not occupy the premises, the company must have the occupier’s written consent, which in practice is the firm’s document and the firm has to be able to produce it. A change is lodged with ASIC within 28 days. And a company must have one at all times, so this is a change of address rather than a removal.
Why firms hold it, and why clients want them to
Almost always because it was convenient. Some firms fold it into the annual fee, some bill a small amount for it, and some have never charged at all.
For the client the appeal is real. A company run from home does not have to put the director’s home address on a public register. Post that matters does not sit unopened in a pile for a week while they are on the tools. If they move premises, and small companies move, the registered office does not have to change with them. And someone who reads statutory mail for a living sees it first.
For the firm it was a courtesy attached to the corporate secretarial work, and it kept the ASIC correspondence where the people who action it already sit.
All of that still holds. Only the price of doing it has changed.
The 1 July change
Most AML writing assumes the obligations are fixed, and that your only question is how to meet them. For a lot of firms that is wrong, and the gap costs real money.
The rules attach to particular services. A firm is caught by what it does, not by what it calls itself. Stop providing a captured service and its obligations stop accruing, which is a call your firm is entitled to make.
Providing a registered office address, or a principal place of business address, is one of those services. AUSTRAC’s own worked example is an accounting firm.
In it, a company registers with ASIC and asks its accountant if it can use the firm’s address as its registered office. The company actually operates from a building it leases from someone else. The firm is providing a designated service. The landlord, who provides the address the company operates from, is not.
The obligation attaches to the firm lending its address. The building the client actually works in is irrelevant.
Two details catch firms out. It applies even where the address has not been given to ASIC yet. And it applies whether you charge for it or do it for nothing.
That second one is the reason this matters. Whatever the address earns you, it now carries customer due diligence, beneficial ownership tracing through whatever sits above the entity, sanctions and politically exposed person screening, a risk rating you have to keep reviewing, and record keeping that runs for at least seven years from the date the business relationship ends.
That last one has a sting most firms miss. Where you keep providing designated services to the same person, the seven years does not start counting down. The clock only runs once there has been a continuous seven year period in which you provided them none.
For a service you were not charging for.
Why this one is the clearest exit
The services that capture accounting firms most directly sit in table 6 of the AML/CTF Act, which has nine items, and AUSTRAC’s starter kit for accountants walks through them. Other tables can still reach you, which comes up later. Most of table 6 describes events. You set up a company, and the work is done. Stopping does nothing about the one you did in March.
A registered office, item 9 in that table, is a continuing service. You are providing it today, and you will be providing it tomorrow unless something changes. So stopping actually stops something, which is not true of most of the nine.
The mechanics are ordinary, and they are the rules set out above: the company appoints a different address, usually its own, and lodges the change within 28 days.
Practically, the constraint is not the form. It is that a client who has used your address for fifteen years needs somewhere else to put it, and some of them will not want their home address on a public register. That conversation is the actual work.
The limits of stopping
Ceasing a service is not a clean exit. It stops obligations accruing from that point. It does not reach backwards.
- Records you were required to keep still have to be kept.
- A reporting obligation that already arose does not disappear because you resigned.
- A suspicious matter reporting obligation can still arise, including from an enquiry about a service your firm ordinarily provides.
- Deciding to stop and actually stopping are different things. A firm that resolves to wind the service down, then provides it to one more client, is in the regime anyway.
And renaming a service does not work at all. The rules follow the activity. What the invoice calls it makes no difference.
The trap that makes this urgent
A single registered office client can cost a firm more than the service is worth, and the mechanism is one most summaries leave out.
Handling client money can be a designated service. There is an exemption for payments that are incidental to services that are not designated services, which is what most firms rely on without ever thinking about it. Paying the ATO on a client’s behalf was never the issue, because payments to government bodies are excluded.
The exemption has a condition. It only applies where the business provides no designated service other than that payment handling. And AUSTRAC applies that test at the level of the whole business, across practice areas, rather than treating each part of the firm separately.
So one registered office client, sitting in a corner of the firm nobody thinks about, removes the payments exemption for the entire entity.
Run that arithmetic before anything else. One client’s address, against an exemption for the whole firm.
Payroll is the common follow-up question and the honest answer is that it is unsettled. The Institute of Public Accountants treats running a payroll differently from paying a client’s rent or suppliers. AUSTRAC’s bookkeeper example is less clear cut and treats those payments together. Two authoritative sources not lining up is something to know about rather than pick a side on. If payroll payments are a meaningful part of what your firm does, that is a question for your own adviser.
If you provide other captured services
This post is about one service. Table 6 has nine, and the same two questions work on each of them: is it captured, and do you want to keep offering it.
Three come up most often alongside a registered office. Acting as a director, secretary or trustee for a client is item 7, and so is arranging for someone else to take the role. Setting up companies and trusts is item 6, including when you use an online formation platform, because the platform is your tool rather than your replacement. Paying private creditors from a client trust account can be item 3, and it carries an exemption with a condition worth reading closely, because the condition is tested across your whole business rather than practice by practice.
For how those work and what onboarding looks like once you keep them, see Tranche 2 for accountants, and the seven questions firms keep asking for the shorter answers.
Staying on as ASIC agent
The obvious question, if you hand the address back: can you still lodge forms for the client? And the related one, if the agent work is all you do: is lodging a change of address or a change of directors a designated service in itself?
On the nominee officeholder item, AUSTRAC answers it directly. A person “acting only as a filing agent, nominee, representative or service provider to carry out administrative or procedural steps does not, by that fact alone, fall within item 7”, and the item “is not intended to capture ordinary agent and principal relationships, including where a person acts on instructions without assuming control, authority or fiduciary responsibility”.
Two words in that are doing the work. Only a filing agent, and not caught by that fact alone. The carve out protects the narrow act of lodging. It does not cover a firm that does more, and it is written about item 7 rather than the rest of the table.
On the formation item, a change of directors or a change of address does not look like restructuring. AUSTRAC defines that term narrowly: restructuring “refers to changing the legal form of the body corporate”, and it “doesn’t extend to aspects of the body corporate or legal arrangement that are unrelated to its legal form”. Its own examples are turning a company limited by guarantee into one limited by shares, splitting an entity, and merging entities. Swapping a director changes who runs the company, not what it legally is.
Where the line actually falls
Lodging the form is one thing. Preparing the paperwork behind it is another, and AUSTRAC lists that separately as item 7 preparation: “drafting documents to authorise or make appointments to the listed positions on behalf of a customer”, and “identifying or introducing a person to be authorised as or appointed to the listed positions”.
So a firm that receives a signed consent to act and files it is doing something different from a firm that drafts the consent, writes the resignation letter and suggests who should take the seat. Plenty of firms that describe themselves as “just the registered agent” do the second. Which one you do is the question to answer, and it is a question about your own workflow rather than about the law.
One more trap worth naming. None of this helps if you still hold the address. The filing agent carve out is about item 7, and holding a client’s registered office is item 9 regardless of how the lodgement work is characterised. For a firm that is agent only, item 9 is the real exposure, not the lodging.
Where this is thinner than it looks
Three things you should know before relying on any of the above.
The carve out is drafted against one item. AUSTRAC wrote it about item 7, the nominee officeholder item. A change of directors also raises item 6, and AUSTRAC does not say anywhere that lodging a form to record one is outside it. The answer there comes from the definition of restructuring rather than from a statement about lodgements. Note too what AUSTRAC does catch under item 6: “registering applications and forms with ASIC. For example, to register a company or a business name”. That is about creating an entity. Maintaining one is a different activity.
It is guidance, not statute. This is AUSTRAC’s administrative interpretation rather than an exemption written into the Act, and AUSTRAC’s own guidance says the courts are ultimately responsible for interpreting these laws.
You may have heard otherwise. Advice has circulated that being the agent of record is enough on its own, and some providers now charge an AML fee on every officeholder lodgement. Much of that predates the September guidance, when the position was genuinely unclear and enrolling anyway was a reasonable hedge. If you were told that, it is worth reading the current AUSTRAC guidance yourself. None of it is a determination about your firm, and nor is this.
And a gap nobody has filled. AUSTRAC says when the address service starts, which is when you make the address available. It does not say when it stops, and the September update expanded the item 9 guidance without addressing it. If you are timing an exit, raise that with your adviser rather than assuming a date.
Two things that do not work
Charging for it. Pricing the service to reflect its compliance cost is a reasonable commercial response, and plenty of firms are doing exactly that. It changes your revenue. Your obligations stay where they are. The service is caught whether you charge for it or not.
Quietly declining awkward clients. A suspicious matter reporting obligation can arise from an enquiry about a service your firm ordinarily provides, before you have done anything at all. And there are limits on what you can say to someone as you turn them away. This is not the clean exit it looks like, and it belongs to whoever owns AML at your firm rather than to whoever picked up the phone.
If you do stop, stop it properly
The decision is the easy part. Handing back an address you have held for fifteen years is where firms create problems for themselves, so do not do it in a batch and do not do it quickly.
- The client needs somewhere to put it. A company run from home may end up with a director’s residential address on a public register, which some clients will not accept once they understand it. That conversation happens before the form, not after.
- Someone has to open the post in the meantime. Statutory mail does not pause while a client decides. Agree who is watching the address until the change is lodged.
- The 28 days runs from the change, not from your decision. Lodging late is its own problem, and it is avoidable.
- Check what else is pointed at that address. ATO correspondence, bank notices and insurers often follow the registered office informally even though they are not required to.
- Do it in tranches. Ten clients at a time surfaces the problems while they are still small.
None of that changes the AML position. It is the difference between a decision that works and one that generates a month of angry phone calls.
The hardest part is the letter itself. If you would rather not write it from scratch, Should your accountant be your company’s registered office? is that explanation already written for the client side: what a registered office is, what it costs them when mail goes unopened at three tiers, why there is now a fee, the three options compared, and a section of plain disadvantages, including the one thing the address does not protect against: a director penalty notice does not go to the registered office at all, it goes to whatever address ASIC holds for the director personally. Published by Business Edge Advisors, an accounting firm run by the same owner as Seamlss, so read it as one firm’s answer rather than a template. Send it, or steal the structure.
Write the decision down
Whichever way it goes, record what your firm decided and why, including a decision that nothing is caught.
If AUSTRAC ever asks, the question is whether your firm can show its reasoning rather than simply assert it. A dated file note costs nothing today. It only helps, though, if what the firm actually does matches what the note says.
The honest trade
These are commercial decisions for a firm’s owners, and they should be made knowing what the obligations are rather than to avoid finding out. Chartered Accountants ANZ has been clear that it does not support firms avoiding participation in the regime, and that is the right position. Dropping a service because you have weighed what it costs to provide properly is a different thing from dropping it to stay out of the regime’s way.
There is also a trade here. Registered office work, corporate secretarial and formations are services clients value and firms charge for. For some firms the obligations turn out smaller than the fees, and the right answer is to keep the service, price it properly and build the checks into onboarding.
A handful of legacy addresses nobody has looked at since the fee was set is a different case. If they are quietly removing an exemption for the whole entity, that is a conversation for this month.
Where this fits
If you are deciding whether your firm is caught at all, Tranche 2 for accountants covers the ground before this one, and the seven questions firms keep asking answers the common ones. AUSTRAC’s accountant program starter kit is the primary source for all of it.
Get advice on your own arrangement before you act on any of this. Several of the questions above turn on your own facts, and on a few the guidance itself is unsettled.
If you decide to keep the services, Seamlss runs the checks inside onboarding rather than as a separate exercise afterwards. The determination is your firm’s. Seamlss records it and keeps the evidence trail.
