Thursday, April 8, 2010

Public officer’s obligations etc. for an Australian "Pty Ltd" company

Christopher Balmford, MD

Every Australian "Pty Ltd" company — the type of company that customers register through Cleardocs — needs to appoint someone to be its "Public Officer". The Cleardocs system makes it easy for you to arrange this for a company you register through Cleardocs.

What is the role of the public officer?

The public officer is responsible for the company's obligations under the Income Tax Assessment Act 1936 and the regulations. If the company is in default of these obligations, then the public officer is liable to the same penalties as the company.

Who can be the public officer?

The public officer needs:

  • to be over 18 years old; and
  • to reside in Australia.

They do not have to be a director of the company — though, they often are a director. A company needs only one — and can have only one — public officer.

Who is the company required to notify about the public officer?

As the public officer is a tax-related role, the company needs to tell the Australian Taxation Office (the ATO) who is to be the company's public officer.

As the Australian Companies and Securities Commission (ASIC) does not need to be told who is the company's public officer, it is not something we can handle electronically for our customers when they apply to register a company at ASIC online through Cleardocs.

How does the company tell the ATO who is the public officer?

When the company is registered, it needs to tell the ATO who the public officer is — you do this by simply writing to the ATO. To help our customers tell the ATO who is a company's public officer:

  • we provide a "consent to act as public officer" letter for the public officer to sign and give, or send, to the company; and
  • we provide a "Notice of Appointment of Public Officer" letter for a director of the company to sign and send to the ATO — the public officer needs to provide a sample of their signature on that letter; and
  • in the "What to do next" section of the documents we provide to our customers when their company is registered, we say that when all the documents are signed ". . . you need to arrange for the 'Notice of Appointment of Public Officer' to be sent to the Australian Taxation Office".

When does the company need to tell the ATO who is the public officer?

The company needs to send the "Notice" letter to the ATO within 3 months after the company starts to carry on business or derive income in Australia.

The penalty for not complying is pretty severe: for every day that the company does not have a public officer, it will be fined one penalty unit — currently that's $110 a day.

More information about company officeholders (directors, secretaries etc.) and about registering a company

You can read an overview of other things to consider when registering an Australian company here. The overview summarises some of the key requirements and processes for registering and running a company, and flags some key obligations for the company's officeholders.

You can register an Australian 'Pty Ltd' company through Cleardocs here, you'll need to sign-up with Cleardocs, or log in.

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