Taxes Management Act 1970 section 108

Responsibility of company officers

Section 108 sets out who is responsible for dealing with a company's tax obligations on its behalf, defines the "proper officer" for tax purposes, and explains when tax can be recovered personally from that officer.

• All tax obligations of a company must be carried out through its proper officer or another person with authority to act on the company's behalf, and tax documents can be served on the proper officer.
• For companies not incorporated under UK law or by Charter, or which are not bodies corporate, unpaid corporation tax or other tax under the Corporation Tax Acts can be recovered directly from the proper officer, who may retain company funds to cover the liability and is entitled to be indemnified by the company.
• The proper officer is normally the company secretary, but where a liquidator or administrator has been appointed, that person becomes the proper officer instead; for unincorporated companies or where there is no secretary, the treasurer fulfils the role.
• Where two or more joint or concurrent administrators are appointed, the proper officer is whichever one the administrators specify in a notice to HMRC, or failing that, whichever one or more HMRC designates.