In terms of the Income Tax Act, every company operating in Zimbabwe is required to appoint a Public Officer who is ordinarily resident in Zimbabwe, within one month of its establishment or the incumbent leaving the office. The Commissioner can designate any director, secretary or company officer as Public Officer where a formal appointment has not been made. Once appointed, the Public Officer becomes the authorised representative of the company in all matters relating to its tax affairs and must be registered on the ZIMRA Tax and Revenue Management System (TaRMS).
Traditionally, the Public Officer has been regarded as an administrative interface between the company and the tax authority. However, developments in tax administration, digitalisation and global compliance frameworks have expanded both the function and exposure of this office. The migration to TaRMS, the growth of cross-border tax cooperation and the adoption of sustainability-related tax disclosures are gradually transforming the Public Officer’s role into one that requires active engagement with tax governance, digital reporting standards and organisational compliance frameworks.
This shift carries significant legal implications. The Public Officer now serves as the principal point of accountability for a company’s tax posture. The office is not merely ceremonial or clerical but entails statutory responsibility, with liability arising where there is default, negligence or obstruction in discharging tax obligations. In terms of section 61(5) of the Act, any default attributable to the company may be enforced personally against the Public Officer, particularly in instances involving gross negligence, or deliberate obstruction of justice. The Commissioner is empowered to initiate civil enforcement, garnishee proceedings or prosecute the Public Officer, including seeking disqualification from future office or directorship.
Jurisprudence has affirmed these principles. In Trek Petroleum (Pvt) Ltd v ZIMRA SC 547/17, the Supreme Court reiterated that tax obligations are not automatically extinguished by the separate legal personality of a company where there is deliberate misconduct or obstruction traceable to individuals. The decision signifies the extent to which courts may lift the corporate veil to ensure accountability for tax obligations, particularly where company officials have misapplied, alienated or transferred assets to defeat tax collection. It is within this context that the role of the Public Officer must be recalibrated. Modern tax governance requires that Public Officers possess the requisite authority within the corporate structure, direct access to financial records and sufficient understanding of applicable tax laws and reporting standards. While certain routine functions may be delegated to finance personnel or consultants, statutory accountability remains with the Public Officer and is not transferable.
This evolving role demands a measured approach to corporate tax compliance and internal governance. The appointment of a Public Officer should therefore not be treated as a procedural formality but as a strategic and legally significant position embedded within the company’s compliance framework. As tax systems continue to evolve and the scope of liability widens under statutory and judicial developments, companies must ensure that the office of the Public Officer is supported, properly empowered and aligned with the organisation’s tax risk profile and internal controls.