Insights on Public Officers in Australia for International Businesses

What is a Public Officer?

All trading Australian companies – and foreign companies registered and trading in Australia as an Australian Registered Body Number (an ARBN) – are legally required to have a Public Officer. 

A Public Officer is a company’s representative to the Australian Taxation Office (ATO) and is responsible for the company’s obligations under Section 252 of the Income Tax Assessment Act 1936. The Public Officer is responsible for the company complying with the act and is also personally liable for the same penalties as the company if there are any violations. 

Who can be a Public Officer?

A company only has one Public Officer at a time and that person needs to be: 

• A natural person ordinarily resident in Australia, 
• At least 18 years of age, and 
• Capable of understanding the nature of the person’s appointment as the Public Officer of the company. 

The Public Officer does not need to be a director of the company though a director often performs the role.  Many international companies outsource the Public Officer role to a specialist external service provider to ensure all statutory governance and corporate compliance requirements are met.   

What are the responsibilities of a Public Officer?

While your company is a legal person by virtue of a certificate of registration, it will still need a live human being to ensure the company meets its legal obligations in Australia.  The position of a Public Officer is a highly responsible one. Your Public Officer is expected to manage all instruments the law requires your company to lodge and to keep the required records. The Public Officer is responsible for your company’s compliance with all of its legal requirements in relation to the ATO and related agencies such as the Australian Business Register (ABR).

Key responsibilities include:

1. Liaison with the ATO.  The Public Officer is the primary point of contact between the company and the ATO. All communications, including tax assessments, queries, and notices, will be directed to the Public Officer.
   
   
2. Representation in Tax Matters.  In the event of an audit or any disputes with the ATO, the Public Officer represents the company. They are responsible for providing information or clarifications to the ATO.
   
   
3. Ensuring Tax Compliance. The Public Officer is responsible for ensuring that the company meets all tax obligations. This includes filing necessary tax returns, such as the company’s income tax, withholding taxes, GST (Goods and Services Tax), and other tax filings.
   
   
4. Signing Tax Documents.  The Public Officer signs off on tax returns, statements, and official documents submitted to the ATO to confirm that they have been prepared in compliance with Australian tax laws.
   
   
5. Record Keeping.  The Public Officer ensures that appropriate financial records are maintained and are available for tax reporting and audits.

When must a Public Officer be appointed?

A Public Officer does not need to be appointed as part of the company formation. However, the ATO must be notified of the appointment within three (3) months of the new company carrying on a business or deriving income.

Australian law requires your company to have a Public Officer at all times. This means that if your Public Officer has resigned, has passed away, is incapacitated or terminated, then you should appoint a replacement immediately. 

When there is a change in the identity of your company’s Public Officer, you are required by law to communicate such fact and the new identity to the ATO within twenty-eight (28) days.  

If a company fails to appoint a Public Officer within three months of commencing business in Australia, the company may face penalties.

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