Recent cases have made clear how crucial it is to keep your registered contact details up to date and to check for notices regularly.
Unattended registered offices
Regulatory bodies such as ASIC and the ATO will ask businesses to provide a registered address or an ‘Address for Service’. This address is your nominated address to reach you with formal correspondence and notices. This might be your principal place of business, a head office or the office of your advisor (e.g. accountant).
It is critical that someone is present, or checks regularly, to ensure that any important notices at that address are brought to attention in a timely manner. If circumstances change, the address should be updated as a matter of priority.
Case in point – in December 2024, the Federal Court heard the matter of Deputy Commissioner of Taxation v ACN 152 259 839 Pty Ltd [2024] FCA 1489 regarding the ATO’s service of a statutory demand on a company by leaving the company’s registered office address. The company argued that there was a want of fair notice of service as that office had been unoccupied since mid-2018. Critically, the office had a sign on the door which directed visitors to ring a number provided “if this office is unattended” (emphasis added).
The Court held that the server was not expected to know that the office was permanently unoccupied rather than temporarily unoccupied, and that the statutory demand was validly served on the company by leaving it at their registered office. Accordingly the winding up order made after the company’s failure to make satisfactory payment within 21 days of service of the statutory demand was upheld.
Anyone home? Registered residential addresses
The importance of up-to-date registered addresses applies not only to businesses, but also to individuals.
If you are the director of a company, or an individual shareholder, your residential address will be registered with ASIC. Anyone sending formal notices to you in that role will direct them to your registered address.
By way of example – if you are the director of a company, you have likely heard of Director Penalty Notices (DPNs) which makes directors personally liable for corporate debt. Tight timelines apply to responding to DPNs, with the clock starting on the date a notice is issued (not received) – if you miss those deadlines there is rarely any recourse available.
The ATO will issue a DPN by leaving the notice at or posting a notice to the director’s registered residential address, i.e. per their ASIC records. If the notice is sent to an old address, the director is considered to have received it even if they haven’t actually seen it.
If you have any queries regarding any of the matters discussed above, please do not hesitate to contact NextGen Legal on (03) 9039 2142.
