Governance Resource Desk | Practical Governance
A company carries on business in South Africa. It has directors. It has an accountant. It may even have a tax practitioner managing its SARS affairs.
But who is actually responsible for appointing its public officer?
The short answer is that the company appoints the public officer. In practice, SARS identifies the board of directors as the appointing body for a company and requires evidence supporting that appointment when the public officer is activated as the company’s registered representative.
There is, however, more to the position than passing a resolution and updating SARS.
The Tax Administration Act 28 of 2011 (TAA) requires every company carrying on business or having an office in South Africa to be represented at all times by an individual residing in South Africa. That representative is the company’s public officer.
Understanding the distinction between the legal requirement, the internal appointment and the SARS registration process is important — particularly because the public officer carries significant responsibilities under the tax legislation.
What does the Tax Administration Act actually require?
Section 246(1) of the TAA provides that every company carrying on business or having an office in South Africa must at all times be represented by an individual residing in South Africa.
Under the current section 246(2), that individual must ordinarily be a senior official of the company. Where no senior official resides in South Africa, another suitable person approved by SARS may serve in the role.
The individual must be appointed by:
the company; or
an agent or legal practitioner who has authority to make the appointment for purposes of a tax Act.
Once appointed, that individual is called the public officer of the company.
This distinction matters.
The legislation does not say that SARS appoints the company’s public officer. SARS administers and records the representative relationship and, in certain circumstances, must approve another suitable person. The underlying appointment is made by the company or another person properly authorised to make it.
So, does the board appoint the public officer?
For governance purposes, yes, the board should ordinarily formally approve and document the appointment.
SARS’s current operational guidance expressly identifies the Board of Directors as the body by which a company’s public officer is appointed. SARS also identifies a “Representative Appointment” as supporting material for activating that relationship.
This aligns with sound governance practice.
The appointment creates an important representative relationship between an individual, the company and SARS. It should therefore not exist merely as an undocumented administrative arrangement between the finance department, accountant or tax practitioner and SARS.
A properly governed appointment should be capable of answering three questions:
Who was appointed?
Who had authority to appoint them?
Where is the evidence of that decision?
A board resolution provides a clear corporate record of the decision and the authority on which the representative relationship is based.
Who can be appointed as a public officer?
The current section 246 position is important.
The public officer must be an individual residing in South Africa and ordinarily a senior official of the company.
Where no senior official resides in South Africa, another suitable person may be appointed, subject to SARS approval.
This means that being a director is not, by itself, the only qualification for appointment. Depending on the company’s structure, an eligible senior official may occupy another sufficiently senior position within the organisation.
There is also a statutory eligibility restriction. A person disqualified under specified provisions of the Companies Act, Trust Property Control Act or Nonprofit Organisations Act may not be appointed as public officer.
Companies should therefore establish eligibility before approving an appointment rather than treating the exercise as a routine SARS profile update.
Does the public officer have to be a director?
Not necessarily.
Section 246 does not restrict the office to directors. It refers to a senior official of the company, subject to the South African residence requirement.
A director may therefore be appointed — and frequently will be an appropriate candidate — but directorship itself is not the statutory definition of the role.
This distinction becomes particularly relevant in groups with foreign directors, multinational structures or companies whose senior decision-makers are not resident in South Africa.
Where no senior official resides in South Africa, the legislation allows another suitable person approved by SARS to fulfil the role.
Can the accountant or tax practitioner simply become the public officer?
This is where companies should exercise care.
A tax practitioner and a public officer perform different functions.
A tax practitioner may be authorised to prepare returns, manage tax matters and transact with SARS on behalf of a client. That does not automatically make the practitioner the company’s public officer.
SARS’s current RAV01 guidance states that an accountant or tax practitioner cannot be appointed as the entity’s Registered Representative unless that person is an employee of the legal entity.
For companies registered with CIPC, SARS recognises the Public Officer as an authorised representative capacity.
The practical lesson is straightforward:
Do not confuse outsourced tax administration with the company’s statutory representative role.
Before recording an external adviser as the company’s public officer or registered representative, the company should establish whether the proposed arrangement complies with section 246 and current SARS requirements.
Public Officer vs Registered Representative: are they the same thing?
The terms are closely connected, but they describe different aspects of the relationship.
The public officer is the representative contemplated in section 246 of the TAA.
A Registered Representative, in SARS’s administrative system, is an individual recorded with full rights to act on behalf of a legal entity.
For CIPC-registered companies, SARS recognises “Public Officer” as one of the representative capacities through which an individual may act as the company’s Registered Representative.
This distinction explains why appointing someone internally is only part of the process.
The company must also ensure that the representative relationship is correctly reflected with SARS.
A board resolution alone does not complete the process
This is an important governance point.
Section 249(1) of the TAA provides that an appointment is not regarded as having been made for purposes of section 246(2) until notice specifying the public officer and the relevant address for notices and documents has been given to SARS.
In other words:
Board approval → documentary evidence → SARS notification/registration.
Stopping after the board resolution leaves the process incomplete.
SARS currently allows the registration or updating of a Registered Representative through eFiling or the SARS Online Query System (SOQS).
Depending on the circumstances, SARS may require supporting documents including a representative appointment document, incorporation documentation and identification documentation.
SARS also notes an administrative exception where the company has only one director and that same director is being activated as the registered representative: an appointment letter is not required for that activation process.
That administrative exception should not be confused with the broader obligation to maintain proper company records.
What happens if the company never appoints a public officer?
This is where the current legislation becomes particularly interesting.
Historically, section 246 allowed SARS to designate a director, company secretary or other officer where a company failed to make the required appointment.
The provision was amended with effect from 24 December 2024.
Under the current section 246(3), if the company fails to appoint a public officer as required, the legislation effectively provides a default hierarchy.
The first eligible person becomes the public officer in the following order:
managing director or equivalent;
financial director or equivalent;
company secretary;
director or prescribed officer with the largest shareholding;
director or prescribed officer who has held office for the longest period; and
a senior employee according to the company’s reporting hierarchy.
Alternatively, SARS may designate another suitable person.
That is a significant governance development.
Failing to make the appointment does not mean that nobody carries the role.
The legislation may determine who carries it.
For Company Secretaries in particular, the inclusion of the company secretary as third in the statutory hierarchy is worth noting. A failure elsewhere in the organisation to regularise the appointment can therefore have consequences for a governance professional who may never have considered themselves the company’s public officer.
Is there still a one-month deadline to appoint the public officer?
You may encounter guidance stating that the public officer must be appointed within one month after the company begins carrying on business or acquires an office in South Africa.
That was the previous wording of section 246(2)(d).
The Tax Administration Laws Amendment Act 43 of 2024 deleted that paragraph with effect from 24 December 2024.
The current legislation instead requires a qualifying company to be represented by a public officer at all times.
Companies and advisers should therefore take care when relying on older articles, templates and compliance checklists that continue to reproduce the previous one-month requirement.
There remains a specific 21-business-day notification requirement where the appointed public officer becomes ineligible or SARS notifies the company that the person is unsuitable. Section 249 also requires SARS to be notified of every change of public officer within 21 business days of the change taking effect.
What is the public officer actually responsible for?
This is not merely an administrative title attached to an eFiling profile.
Section 246(5) provides that the public officer is responsible for the acts, matters or things that the company must do under a tax Act and may be subject to penalties in the case of the company’s default.
Section 246(6) also provides that what the public officer does in that representative capacity is regarded as having been done by the company.
The appointment therefore creates real authority and responsibility.
That is precisely why the governance around the appointment matters.
A company should know who occupies the role, whether that person remains eligible, whether SARS records are current and whether changes in leadership have affected the appointment.
The governance process: what should actually happen?
A practical appointment process should ordinarily include the following:
1. Identify the proposed public officer
Confirm that the proposed individual satisfies the residence, seniority and eligibility requirements of section 246.
2. Confirm the authority to appoint
For a company, the board should formally consider and approve the appointment unless another person has valid authority to make it.
3. Record the decision
Prepare a properly authorised board resolution or ensure the decision is accurately reflected in the relevant minutes.
The resolution should clearly identify the individual, the capacity in which they are being appointed and the effective date.
4. Obtain the necessary acceptance and information
The company should retain sufficient evidence that the appointee is aware of the appointment and should obtain the information and supporting documentation required for the SARS process.
5. Notify SARS and activate the representative relationship
Complete the applicable SARS process through the available channel and provide the required supporting documents.
6. Verify completion
Do not assume that submission equals completion. Confirm that the representative relationship has been successfully updated and activated.
7. Maintain the record
The appointment should form part of the company’s governance and statutory compliance records and should be reviewed when directors, executives or other relevant office-holders change.
Common public officer mistakes
“Our accountant handles SARS, so they must be our public officer.”
Not necessarily.
A person managing tax compliance for the company does not automatically occupy the statutory office contemplated in section 246.
“The director is automatically the public officer.”
Not necessarily.
A director can be appointed, but the company should establish and document the appointment. Where no valid appointment has been made, the statutory default hierarchy may apply.
“We passed the resolution, so the appointment is complete.”
Not quite.
The TAA requires SARS to be notified, and SARS has its own process for recording and activating the representative relationship.
“SARS appoints the public officer.”
Generally, no.
The company makes the appointment. SARS records/administers the representative relationship and has particular powers concerning suitability and default situations.
“Public Officer and Tax Practitioner mean the same thing.”
They do not.
They are distinct roles and should be governed accordingly.
“We appointed someone years ago, so there is nothing to review.”
That is risky.
Changes in employment, residence, eligibility, directorship or organisational structure may affect whether the person remains appropriate or eligible. SARS records may also no longer correspond with the company’s internal records.
The Governance Resource Desk check
Before closing the file, ask:
Do we know who the company’s current public officer is?
Does the individual meet the requirements of section 246?
Is there evidence of the appointment?
Can we identify who authorised it?
Has SARS been properly notified?
Is the correct representative activated on SARS eFiling?
Do the company’s internal records and SARS records agree?
Has the position been reconsidered following recent leadership changes?
If no formal appointment exists, have we considered who may already fall into the statutory default hierarchy?
If any of those answers is uncertain, the public officer position deserves attention.
The practical takeaway
A public officer appointment looks simple until the company has to prove that it was properly made.
The strongest governance approach is therefore not simply to “put someone onto SARS”.
It is to create a clear chain of authority:
eligible individual → authorised corporate decision → documented appointment → SARS notification → verified activation → maintained governance record.
That creates something every governance professional should value: evidence that the legal requirement, corporate decision and regulatory record all tell the same story.
Need the documents? Get on our waitlist.
Public Officer Appointment Pack
A practical implementation pack for South African companies, including:
Board Resolution appointing the Public Officer
Appointment and Acceptance document
SARS supporting-document checklist
Public Officer implementation checklist
Governance records checklist
Editable Word versions
Practical explanatory notes
Governance Resource Desk
Practical answers. Usable governance resources.
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References
Republic of South Africa (2011) Tax Administration Act 28 of 2011, ss 246–249, as amended.
Republic of South Africa (2024) Tax Administration Laws Amendment Act 43 of 2024. Government Gazette No. 51827, 24 December 2024.
South African Revenue Service (2026) Registered Representatives. Available from the SARS website.
South African Revenue Service (2026) Guide to Complete the Registration, Amendments and Verification Form (RAV01). Pretoria: SARS.
South African Revenue Service (2026) Merging Tax Profiles. Available from the SARS website.
South African Revenue Service (2024) Who is a Registered Representative? Available from the SARS website.
This article provides general governance information and does not constitute legal or tax advice. Organisations should consider their particular circumstances and obtain professional advice where necessary.
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