Business Registration, Regulation and Certification

The Investment Promotion Authority (IPA) through the Companies Office is responsible for the administration of Papua New Guinea’s key business laws such as the Companies Act, Business Names Act, Business Groups Incorporation Act and the Associations Incorporation Act.

There are other laws and regulations which will also affect investors. These include laws of the National Government on areas such foreign exchange, taxation and customs, licenses and permits for various activities such as mining and petroleum exploration, agriculture, fisheries, forestry and industrial activities.

Provincial Governments and urban authorities also issue various licenses. It is the responsibility of investors to ensure they comply with the respective laws as well as the Investment Promotion Act 1992.

Functions

The division maintains a national registry of all companies, associations, business groups and business names in Papua New Guinea.

The Registry is open to the public to conduct searches on companies, associations, business groups and business names and to obtain copies of registered documents. The office also provides respective forms for registration of the respective business entities and other forms for compliance purposes.

In addition, there are other legislative requirements by other agencies and professional independent advice must be sought.

Failure to comply with the legislations administered by the Companies Office may result in administrative penalties or prosecutions that may follow jail sentences or fines or both against company officials and the company itself.

The latter can only be fined. Also the company can be deregistrated. The nature of penalty, whether administrative or others, and deregistration of a company depends on the severity of the offences.

Certification of Foreign Enterprises

The Business Registration and Certification Division is also responsible for facilitating investments in Papua New Guinea, in line with Section 28 of the Investment Promotion Act, 1992.

The provision requires all foreign enterprises intending to operate in Papua New Guinea to be certified by the Authority before they proceed to conduct business in the country.

All Foreign Enterprises wishing to conduct business in Papua New Guinea must apply for formal IPA certificate. A foreign enterprise is a business entity which is wholly owned or that is 50 percent or more owned or controlled and managed by non-citizens.

A foreign enterprise must firstly register under the Companies Act 1997, which is administered by the Business Registration and Regulation Division (BR & R) of the IPA. A foreign company has two (2) options when registering with the Business Registration & Regulation Division.

The first option is to incorporate a new company in PNG. The other option is for a company that is incorporated (registered) under the laws of another country (overseas) to register as an Overseas Company under the Companies Act 1997.

All foreign companies incorporated or registered under the Companies Act, 1997 must apply within 14 days for Certification under the Investment Promotion Act, 1992.

Depending on the shareholders of the foreign company, supporting documents will differ.