Registered Office Fact Sheet

The Department of Internal Affairs has put out the following fact sheet in relation to providing registered offices:

Providing a registered office or a business address, a correspondence address, or an administrative address for a company, or a partnership, or for any other legal person or arrangement, unless the office or address is provided solely as an ancillary service to the provision of services not caught by the AML/ CFT Act. (Designated non-financial business or profession (DNFBP) activity (a)(iii)).

The Department has received a number of recent enquiries from the accounting sector seeking clarification on when the provision of a registered office and/or a business, correspondence or administrative address (“registered office/ correspondence address”) to a client is captured by the AML/CFT Act.

In particular, the Department has been asked whether a registered office/correspondence address provided in the ordinary course of business, but alongside

the provision of more substantive non-captured accounting services can be considered as ‘solely ancillary’. And in these circumstances, whether

the requirements of the AML/CFT Act would apply. Typically, the non-captured accounting services include preparing financial statements and for companies, also maintaining company records (in accordance with section 189 of the Companies Act 1993) or filing annual returns with the Companies Registrar.

The Department’s view is that when a registered office/correspondence address is only provided to a client to support a substantive non-captured accounting service, this will ordinarily be ‘solely ancillary’. Accordingly, the accounting practice would not be captured by the AML/CFT Act in relation to that client.

It is important to note that a registered office/ correspondence address will not be solely ancillary in any of the following circumstances:

• if a registered office/correspondence address service is provided on a stand-alone basis.

• if an accounting service was initially provided to a company, but the company later became non- active and the accounting practice continued to be the registered office/correspondence address.

• in any situation where a registered office/ correspondence address is provided alongside other services captured under the AML/CFT Act. This includes, but is not limited to, circumstances when an accounting practice:

  • forms the legal person or arrangement to which the registered office/correspondence address is provided (DNFBP activity (a)(i)).

  • acts as, or has arranged, a nominee director, shareholder or trustee to act for the legal person or arrangement (DNFBP activity (a)(ii)).

  • manages client funds (other than sums as fees for professional services) of the legal person or arrangement, or of natural persons that are associated with the legal person or arrangement (DNFBP activity (a) (iv)).

  • engages in or gives instructions to another person in relation to a financial transaction for creating, operating or managing the legal person or arrangement (DNFBP activity (a)(vi)(E)). (Note that this could include the payment of annual fees to the Companies Office, depending on the circumstances of the transaction). (via DIA)