246. Public officers of companies
(1) Every company carrying on business or having an office in the Republic must at all times be represented by an individual residing in the Republic.
(2) The individual representative under subsection (1) must be-
(a) a person who is a senior official of the company or, if no senior official resides in the Republic, another suitable person approved by SARS;
(b) appointed by the company or by an agent or legal practitioner who has authority to appoint such a representative for the purposes of a tax Act; and
(c) called the public officer of the company.
[Subsection (2) amended by section 84(a) of Act 39 of 2013 and by section 45 of Act 33 of 2019 and substituted by section 31(a) of Act 43 of 2024]
(3) If a public officer is not appointed as required under this section, the public officer is regarded to be-
(a) the first person who is eligible to represent the company as public officer, in the following order of priority:
(i) Managing director or equivalent;
(ii) financial director or equivalent;
(iii) company secretary;
(iv) director or prescribed officer who has the largest shareholding in the company;
(v) director or prescribed officer who has held office for the longest period of time; and
(vi) a senior employee of the company in order of the company’s reporting hierarchy; or
(b) any suitable person that SARS designates for that purpose.
[Subsection (3) substituted by section 84(b) of Act 39 of 2013 and by section 31(b) of Act 43 of 2024]
(4) A company that has not appointed a public officer is subject to a tax Act as if a tax Act did not require the public officer to be appointed.
(5) A public officer is responsible for all acts, matters, or things that the public officer’s company must do under a tax Act, and in case of default, the public officer is subject to penalties for the company’s defaults.
(6) A public officer’s company is regarded as having done everything done by the public officer in the officer’s representative capacity.
(7) The company is regarded as not having appointed a public officer if the person appointed as public officer is-
(a) not eligible, in terms of subsection (2) or (8), to represent the company as public officer; or
(b) notified by SARS that he or she is not considered suitable to represent the company as public officer,
and must, within 21 business days of the date on which paragraph (a) or (b) becomes applicable, notify SARS, in writing, of the newly appointed public officer.
[Subsection (7) substituted by section 31(c) of Act 43 of 2024]
(8) A person who is disqualified in terms of section 6 of the Trust Property Control Act, 1988 (Act 57 of 1988), section 25A of the Nonprofit Organisations Act, 1997 (Act 71 of 1997), or section 69 of the Companies Act, 2008 (Act 78 of 2008), may not be appointed as a public officer under this section
[Subsection (8) added by section 30 of Act 18 of 2023]