A business changing hands, and where AML/CTF touches it
You already know how a sale runs. This is the same deal with one question added: at what point does the AML/CTF Act apply, and what do you have to do about it?
Start here
What this service is
Somebody is selling a business, and somebody is buying it. Not the premises and not the equipment — the entity itself: the company, or the trust that runs it.
Item 2 catches the work of getting that done. Negotiating it, drafting it, running the due diligence, getting the approvals, preparing the transfer documents.
Note the shape. This is the same wording as item 1, which does the same job for real estate. Item 1 moves land; item 2 moves companies and trusts.
Australian M&A transactions, worth US$79.5 billion
Growth in mid-market transactions in 2025, driven by founder exits
Whoever engaged you — one customer, not the whole deal
Business sale work became a designated service under Table 6, item 2
What actually happens
Seven stages, and it starts earlier than you think
The obligation does not wait for the contract. Due diligence and valuation done in anticipation of a sale are inside the service, because they advance a transaction that is genuinely in prospect.
| Stage | What happens | AML position |
|---|---|---|
| 1. Someone decides to sell | An owner retires, a founder exits, a group divests a subsidiary | Nothing yet |
| 2. Advisers engaged | A lawyer, an accountant, sometimes a corporate adviser | ← The designated service starts around here |
| 3. Heads of agreement | Price and structure agreed in principle | Often the first document |
| 4. Due diligence | The buyer’s side examines the books, contracts, liabilities | Reviewing and reporting is caught |
| 5. Contract | Share sale agreement or business sale agreement drafted and negotiated | Caught |
| 6. Approvals | FIRB where a foreign buyer is involved, ASIC waivers where needed | Caught |
| 7. Completion | Shares or assets transfer, money moves | Caught — and if you hold the money, item 3 as well |
A private trade sale. Auctions, distressed sales and group restructures vary.
Watch stage 7. If the money passes through your trust account, you are also providing item 3 — a second designated service on the same matter.
The part worth reading twice
“Controlling interest” is in the guidance, not in the Act
AUSTRAC’s guidance, and its starter kits, say item 2 only applies where the sale relates to a controlling interest in the entity. On that reading, acting on the sale of a 5% parcel of shares would sit outside the item.
Read the provision further down this page. That qualifier is not there. The Act says “to sell, buy or otherwise transfer a body corporate or legal arrangement”, with two conditions — carrying on a business, and not under a court order. Neither mentions control.
This matters because guidance explains the law; it does not make it. A practice that scopes itself out of small-parcel work on the strength of the guidance is relying on something the provision does not say.
We are not telling you which reading to adopt — that is a question for your own adviser. We are telling you the two do not match, and that the difference is worth a recorded decision rather than an assumption.
Are you providing it?
Advancing a deal is caught. Advising on the idea is not.
| The work | Caught? |
|---|---|
| Representing a client in negotiations for the sale of a company | Caught |
| Preparing or reviewing the contract of sale | Caught |
| Conducting due diligence, or valuing assets and liabilities in anticipation of a sale | Caught |
| Obtaining FIRB approval or an ASIC waiver, and preparing the transfer documents | Caught |
| Tax advice on what selling would mean, before there is a transaction or a buyer | Not caught — no transaction yet |
| A transfer made under a court or tribunal order | Not caught — expressly excluded by (b) |
The tax-advice line is the practical one. Telling a client what capital gains tax they would pay if they ever sold is not caught — there is no transaction. The same advice once a buyer is identified and a deal is on foot is a different thing.
What actually gets checked
Six checks on the person who engaged you
Item 2 names one customer: the person. You are not required to check the other side of the deal — their own advisers owe that obligation to them.
| The check | What is required | How it is usually done | What stays in the file |
|---|---|---|---|
| Identify the customer | Full name, date of birth and residential address of the person who engaged you | Licence or passport, in person or by digital check | What was collected and how it was verified |
| Look through the entity | If your client is a company or trust, who owns or controls it — generally 25% or more | ASIC extract, share register, trust deed | Who they are and the document relied on |
| Screen for PEPs and sanctions | Whether your client is politically exposed, and a check against the DFAT Consolidated List | A screening tool, or a manual DFAT search | The result and its date |
| Understand the purpose | What the transaction is for and why it is structured as it is | Usually clear in a trade sale; less so in a complex restructure | A note where the reason is not obvious |
| Rate the risk | Assess and record the ML/TF risk of the customer | Your program’s risk factors — cross-border, cash-heavy targets, opaque ownership | The rating and the reasons |
| Keep watching | Monitor for as long as the engagement lasts | Deals run for months and parties change | What you reviewed, when, and what you concluded |
Records are kept for 7 years.
The provision itself
Table 6, item 2, in the Act’s own words
“assisting a person in the planning or execution of a transaction, or otherwise acting for or on behalf of a person in a transaction, to sell, buy or otherwise transfer a body corporate or legal arrangement, where: (a) the service is provided in the course of carrying on a business; and (b) the sale, purchase or other transfer is not pursuant to, or resulting from, an order of a court or tribunal”
Customer: the person. Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), s 6(5B) table 6, item 2 — Compilation No. 62 (C2026C00274).
Read it for what is absent. There is no mention of a controlling interest, no percentage, and no minimum deal size.
The thirteen designated services
One article for each service you can select when you enrol
13 of 13 written so far. The rest are in progress.
- ConveyancingEvery step of a settlement, and how CDD differs from the VOI you already do.Table 6, item 1
- Selling a businessyou are hereWhen a company or trust changes hands.Table 6, item 2
- Client moneyHolding or controlling someone else’s money or property in a transaction.Table 6, item 3
- Equity and debt financingRaising money for a company or legal arrangement.Table 6, item 4
- Shelf companiesSelling or transferring a company created to be sold.Table 6, item 5
- Company and trust formationCreating or restructuring a company, trust or partnership.Table 6, item 6
- Director and trustee rolesActing as, or finding someone to act as, a director, trustee or attorney.Table 6, item 7
- Nominee shareholdersHolding shares in your name for somebody else.Table 6, item 8
- Registered officeLetting a client use your address as their registered office.Table 6, item 9
- Real estate agentsThe agent’s customer is both sides of the deal — and the two sides start at different moments.Table 5, item 1
- Property developersSelling your own stock with no agent in between, and why that changes who the customer is.Table 5, item 2
- BullionGold, silver, platinum and palladium, and the $5,000 exemption.Table 2, item 1
- Jewellers and dealersWhy the $10,000 line is about how the customer pays, not what they buy.Table 2, item 2
Sources
Where every figure here comes from
Data as at 27 September 2026.
- Anti-Money Laundering and Counter-Terrorism Financing Act 2006, s 6(5B) table 6 · Federal Register of Legislation · Compilation No. 62 (C2026C00274)Item 2 and its customer definition, quoted verbatim on this page. Note what it does not say about controlling interests.
- Professional designated services · AUSTRAC · Guidance, current at Sep 2026The worked examples, and the controlling-interest wording discussed on this page. Guidance, not law.
- AML/CTF program starter kits · AUSTRAC · Legal and accounting kits, 2026Where the controlling-interest wording also appears.
- Australia M&A Outlook 2026 · PwC Australia · Published 2026, covering 20251,285 transactions worth US$79.5 billion in 2025; inbound deals 45% of value; mid-market activity up about 40%.
Before you rely on this
This content is general information only. It is not legal, financial or compliance advice. Organisations should check AUSTRAC guidance, legislation, their own AML/CTF Program and professional advice where needed.
- The controlling-interest point is a genuine difference between the guidance and the provision. This page does not resolve it and does not advise you which reading to take — that is a question for your own adviser on your own facts.
- Whether a particular engagement is a designated service depends on its facts.
- Figures are as at 27 September 2026 and come from the sources listed above.
Lex-AML supports compliance workflows and record keeping. It does not provide legal advice, does not guarantee compliance, and does not replace professional judgement or advice from a qualified AML/CTF adviser or legal professional.
GetPost Labs is a technology company. We are not a law firm and not a compliance adviser, and this page is not a substitute for either.
We build Lex-AML. To build it properly we had to understand these obligations the way the people carrying them do, so we researched them with small and medium practices across the affected sectors — how the work actually runs, where the law lands inside it, and which questions were hardest to get a straight answer to. Publishing what we found is how we check that we have understood a requirement before we build for it.
That understanding is also what we bring to a conversation. No two practices run a matter the same way, and tooling that assumes one way of working fits almost nobody. We would rather start from how you already work — your intake, your file, your sign-off, the software you already pay for — and shape the compliance work around that than hand you a process and ask you to adopt it.
So this is an offer of capability, not a pitch. If Lex-AML turns out to fit your practice, we would like to work on it with you. If it does not, what is written on this page stands on its own, and every source it rests on is listed above so you can check it yourself.