Associations Incorporation Act 2023
Papua New Guinea has a new law for associations, commencing 1 July 2026.
This page contains the information every incorporated association in Papua New Guinea needs to know.
A new law for associations in Papua New Guinea
The Associations Incorporation Act 2023 replaces the previous law from 1966. The new law modernises how associations are governed, strengthens accountability to members, and brings Papua New Guinea into line with international anti-money laundering (AML) and combating the financing of terrorism (CFT) standards.
The Investment Promotion Authority (IPA), through the Registrar of Companies, administers the Act.
Who this affects
Every existing incorporated association in PNG.
Every new association that incorporates from now on.
Overseas nonprofits operating in PNG.
Even if your association is already incorporated, you must re-register within one year, by 30 June 2027. What's changing
Two subtypes of association
Every association must now identify as a Public Benefit Association (serving the wider community, such as health or education organisations) or a Members Benefit Association (serving its own members, such as chambers of commerce or trade groups).
Duties and resident requirements for committee members
Each association must have at least 3 committee members, and at least one must be ordinarily resident in PNG. Committee members now have clearer duties, similar to company directors.
Financial accountability requirements
All associations must keep basic accounting records. Larger associations, those receiving government grants, and those receiving donations above set thresholds must prepare audited financial statements.
Annual returns
Associations must file an annual return with the Registrar each year, similar to companies. Failure to file results in removal from the register.
Beneficial ownership
Associations must record beneficial ownership information in their member register. A beneficial owner is the person who ultimately owns or controls a membership, even if the membership is held in someone else's name. This meets international anti-money laundering standards.
A new category for overseas associations
Overseas nonprofits operating in PNG were previously registered as overseas companies. They must now re-register under the new Act as overseas associations.
Broader grounds for objection
Any person may object to a proposed incorporation. The grounds are wider than before and include a proposed committee member having a criminal conviction, or no committee member being ordinarily resident in PNG.
Online filings
All filings, other than the initial Notice of Intent to Incorporate, must be completed through the IPA online registry.
More information about what's changing can be found in this summary document .
How to re-register
Re-registration is free and replaces your annual return for the first year. You will not need to file both.
Sign in to the IPA online registry and locate your association.
Check the information already recorded. Update anything that is incorrect or out of date.
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Provide new information
Add any information the new Act requires, such as:
Current committee members.
Public officer, if any.
A brief description of your activities.
Your association's subtype (public benefit or members benefit).
Submit before the end of the one-year window.
If you do not re-register
Your association will be removed from the register and will no longer be recognised as an incorporated association under PNG law. Restoration is possible for up to 2 years after removal, on payment of a late fee.
Choosing your subtype
Every association must select one of the two new subtypes below:
1. Public Benefit Association
Formed for a charitable purpose serving the public interest. Activities benefit the wider community, not just members.
Examples: organisations promoting health or education for their communities.
2. Members Benefit Association
Formed and operated primarily for the benefit of its members. Activities focus on supporting or advancing members' interests.
Examples: chambers of commerce and trade groups.
Helpful tips for selecting the proper subtype
Sports clubs: the promotion of amateur sport may be a charitable purpose if it is the means by which a charitable purpose is pursued.Religious bodies: the promotion of religion may be a charitable purpose even if the association only benefits the members of a particular faith. This gives religious bodies the flexibility to be a public benefit association even if the body only accepts persons of a given faith as members.A secondary non-charitable purpose: if an association includes a non-charitable purpose (for example, advocacy) that is secondary to a charitable purpose, the presence of that non-charitable purpose does not prevent the association from qualifying as a public benefit association.
Selecting the correct subtype is important. If you are uncertain which subtype to select, seek legal advice from your own counsel. This page is intended for general information only and should not be relied upon as legal advice.
Protecting your association
The new Act brings associations into line with international anti-money laundering (AML) and combating the financing of terrorism (CFT) standards. To help you meet these obligations, the IPA has prepared a short, practical guide explaining how associations can be misused to launder money or finance terrorism, the warning signs to watch for, and simple steps you can take to protect your association, such as checking your donors and keeping clear records.
Protecting Your Association From Terrorist Financing and Money-Laundering Risks
A short IPA guide for committee members and public officers, issued November 2025.
Download the guide (PDF)
Frequently asked questions
These questions and answers explain the Associations Incorporation Act 2023 (the Act). They are organised by audience to help you find what is most relevant to you. This information is general only and is not legal advice. For specific questions about how the Act applies to your association, seek legal advice from your own counsel.
General questions about the new Act
What is the Associations Incorporation Act 2023?
The Associations Incorporation Act 2023 is the new law governing incorporated associations in Papua New Guinea. It replaces the Associations Incorporation Act 1966.
Why has the law been changed?
The new Act modernises how associations are governed, strengthens accountability to members, and brings PNG into line with international anti-money laundering and combating the financing of terrorism (CFT) standards.
Who administers the Act?
The Investment Promotion Authority (IPA), through the Registrar of Companies, administers the Act.
When does the new Act start?
The Act commences on 1 July 2026. From that date, all existing associations have one year to re-register, and new associations may incorporate under the new Act.
Who does the new Act apply to?
It applies to every incorporated association in PNG, every new association seeking to incorporate, and every overseas nonprofit operating in PNG.
What are the main changes in the new Act?
Key changes include:
two subtypes of association (public benefit and members benefit);
stronger duties for committee members;
a requirement that at least one committee member be ordinarily resident in PNG;
annual returns;
tracking of beneficial ownership;
a new registration category for overseas associations; and
broader grounds on which a person may object to an incorporation.
What are the two subtypes of association?
A public benefit association is formed for a charitable purpose that serves the wider community, for example a health or education organisation. A members benefit association is formed and operated primarily for the benefit of its own members, for example a chamber of commerce or trade group. If you are uncertain which subtype to select, seek legal advice from your own counsel.
Why does the subtype matter?
The Act treats the two subtypes differently in a few areas, most importantly how surplus assets are paid out if an association is dissolved. “Surplus assets” are funds left over after all debts have been paid (usually including employee wages). Surplus assets of a dissolved public benefit association must be transferred to another public benefit association. This protects funds donated for charitable purposes (see Section 143(4) of the Act). Surplus assets of a member benefit association can be paid back to members given that members usually pay dues. There is a process to pay out surplus assets that requires court approval, see section 143(2) and (3).
What does beneficial ownership mean?
A beneficial owner is a person who ultimately owns or controls a membership, even if the membership is held in someone else's name. Associations must record this information in their member register to meet international anti-money laundering standards. See section 89 for details.
For existing associations (re-registration)
Do I really have to re-register?
Yes. Every association incorporated under the 1966 Act must re-register under the new Act. There are no exceptions.
How long do I have?
The deadline to re-register is 30 June 2027, one year from the commencement of the new Act. After that, associations that have not re-registered will be removed from the register and will need to pay a late fee to be reinstated.
Is there a fee?
No. Re-registration is free, and replaces your annual return for the first year.
How do I re-register?
Re-registration is completed online through the IPA registry at www.ipa.gov.pg. Log in, locate your association, review and update the information already recorded, provide any new information the Act requires, and submit. See the step-by-step guidance above.
What information do I need to provide?
Your current committee members, your public officer(s) , a brief description of your association's activities, and your association's subtype: public benefit or members benefit. You will also need to upload a scanned copy of the association’s rules and if any trusts or trust deeds apply, they also must be uploaded. Most active associations will find that much of this information is already in the system.
What if some of our information is out of date?
Re-registration is a good opportunity to update it. Change anything that is incorrect or out of date as part of the re-registration process.
What if we cannot find all our records?
What happens if we miss the deadline?
Your association will be removed from the register and will no longer be recognised as an incorporated association under PNG law. You may apply to be restored for up to 2 years after removal, on payment of a late fee.
Does re-registration change anything about how our association operates day-to-day?
Re-registration itself is an administrative step. However, the new Act introduces ongoing obligations that all associations must comply with, including annual returns, committee duties, and (for some associations) financial statements.
Will our registration number change?
No. Your association keeps its identity and history, re-registration simply brings it under the new Act.
For new associations (incorporating under the new Act)
How do I start a new incorporated association?
Begin by filing a Notice of Intent to Incorporate. You will need to provide the names of your proposed committee members, your public officer, a description of your planned activities, your selected subtype, and other information required by the Act.
What is a Notice of Intent to Incorporate?
It is the first formal step in incorporating a new association. It tells the Registrar what your association will be and what it will do. Once filed, you must undertake a public notice of the proposed incorporation in a national newspaper. Any person may object to the notice of intent to incorporate within 60 days after publication.
How is the new Notice of Intent process different from before?
The Notice of Intent now requires more information upfront, including committee members, public officer, activities, and subtype. The grounds on which a person may object to incorporation have also been broadened.
What are the grounds for objection?
You will file your objection to the incorporation on the IPA website. The grounds for objection under the Act are more clearly defined than under the old Act. A person may object if the proposed association is for an immoral or illegal purpose, for an improper profit, or contrary to public policy. Objections may also be raised if a proposed committee member or public officer is ineligible to hold office, or if no committee member is ordinarily resident in PNG. See section 9 for a list of acceptable objection reasons. You may not object simply because you do not like the idea of the association being formed or because it will compete with an existing association.
What happens if someone objects?
When an objection is filed the application process temporarily halts. The Registrar will notify the applicant of any objections, and the applicant is given an opportunity to respond. The Registrar then considers the objection and the response, and issues a decision. The decision can be appealed to the Minister (see Section 10 of the Act).
What are the Rules of an association?
Every incorporated association must have Rules. The Rules govern how the association operates internally. Schedule 1 of the Act sets out the matters the Rules must address. The Rules are attached to the re-registration form or the Notice of Intent.
Can the Rules be changed later?
Yes. Rules may be amended at any time. If they are amended, the new Rules must be filed with the Registrar.
The committee
How many committee members must we have?
At least 3, at all times. At least one of them must be ordinarily resident in PNG. If your existing association does not have 3 committee members, or if none of them reside in PNG, you must still meet this new requirement when you re-register. You may therefore need to find a new person(s) to be a committee member.
What does "ordinarily resident" mean?
It generally means a person whose usual home is in PNG. This requirement aligns with the rules for company directors under the Companies Act 1997.
What are the duties of committee members?
The Act treats committee members similarly to company directors. They must exercise the care, diligence, and skill that a reasonable committee member would exercise (see Section 38 of the Act). They must report any conflict of interest to the rest of the committee (see Section 40 of the Act). Acting in bad faith towards the association is an offence (see Section 44 of the Act). Committee members may be disqualified from holding this office (see Section 30 of the Act).
Can committee members be paid?
Yes, but only if the payment is authorised in the Rules or by a special resolution of the members (see Section 29 of the Act).
What happens if a committee member changes or resigns?
Any change to committee membership or member details (such as a change of address) must be reported to the Registrar through the online registry (see Section 28 of the Act).
The public officer
Do we need a public officer?
Each association must have at least one public officer, and at least one public officer must be ordinarily resident in PNG.
What does the public officer do?
The public officer is the official contact between the association and the Registrar. Their duties and obligations are set out in Sections 53 to 60 of the Act.
Can our association enter into contracts?
Yes. An incorporated association is a separate legal entity and can enter contracts in its own name, in the same way a company can. The Act follows the Companies Act 1997 in setting out how associations enter contracts and how pre-incorporation contracts can be ratified. Authority to sign on behalf of the association rests with the committee, or with a public officer who has been formally authorised to do so.
Can the public officer sign contracts on behalf of the association?
Only if the association has formally given the public officer this authority through the "tick-a-box" on the online re-registration form or on the Notice of Intent. This authority can be changed later through a specific filing.
Does our association need an office address?
Yes. Every association must maintain a registered office address in PNG. This is the official address for receiving notices and legal documents from the Registrar and others. The address must be recorded on the register, and any change must be notified to the Registrar. A change of registered office takes effect no less than 5 days after notice is given.
Members
Who counts as a member of the association?
Members are defined as persons (i) whose name is on the association's internal member register, (ii) who has the right to vote for committee members, or (iii) who otherwise meet the qualifications for membership in the Rules. Being a committee member, officer, or employee does not by itself make a person a member.
Can a husband and wife or a family be joint members?
Yes. The Act recognises joint memberships, including family memberships. Both parties have equal standing. By default each member has one vote, but associations may choose in their Rules that each membership has one vote regardless of how many people hold it.
Are members personally liable for the association?
Members are not liable just because they are a member. However, the Rules of an association may provide for personal liability of members.
What decisions need member approval?
Certain transactions require member approval, including (i) transactions involving more than 50% of the value of the association, (ii) altering the Rules or objectives, (iii) deciding to wind up, and (iv) any other matters reserved to members in the Rules.
Can members inspect the association's records?
Yes. Members have the right to inspect certain records, including minutes, resolutions, and audited financial statements (see Section 84 of the Act for more detail). Members may also submit written information requests to the committee.
Do we need to keep a member register?
Yes. Every association must keep a register listing all members and their last known address. The register must also record beneficial ownership information for each membership, to meet international anti-money laundering standards. The member register is held internally by the association, not at the IPA registry, but the Registrar may inspect it.
Meetings
Do we have to hold an annual meeting?
Yes. Members benefit associations have somewhat more flexibility through their Rules, and may opt out of annual meetings if all members agree.
How are special meetings called?
Special meetings can be called by one-third of the committee or by written request of members holding 33% of voting rights. If the committee fails to call a meeting on legitimate member demand, a committee member, member, or creditor may petition a court to order a meeting. Written resolutions in lieu of meetings are allowed if 75% of the membership votes in favour of the action.
Can our association merge with another association?
Yes. Two or more associations can amalgamate into one. The Act sets out the procedure, including the required filings and a public notice of the proposed amalgamation. Amalgamations are complex transactions and we strongly recommend that any association considering one seek legal advice from its own counsel to make sure all requirements are met.
Financial obligations
Do we have to keep accounting records?
Yes. Every association must maintain basic accounting records (see Section 72 and 73 of the Act). This includes tracking large donations of over K10,000 from a single donor in a single year, to meet international anti-money laundering standards.
What is an annual return?
An annual return is a yearly filing to the Registrar confirming key information about your association. Every association must file one each year. If the association is required to prepare financial statements under Section 78 of the Act then these statements must accompany the annual return.
When is the first annual return due?
No annual return is due in the year in which an association re-registers. This means that for existing associations, annual returns will only begin to be due in July 2027. The month in which it is due is in the month that your association was incorporated. For new associations, the first annual return will be due one year after incorporation in the month of incorporation.
What happens if we do not file our annual return?
The association will be removed from the register. Removal for failure to file an annual return does not require public notice.
Do we need audited financial statements?
Audited financial statements are required if your association has annual gross revenue of over K2,000,000, receives government grants, or receives donations exceeding K500,000 in an accounting period.
What if we are a small members benefit association?
Members benefit associations may opt out of the financial statements requirement, provided they did not receive government grants or donations above the threshold.
What is an annual report?
Separately from the annual return filed with the Registrar, the committee must prepare an annual report for inspection by members. It covers activities, financial statements, conflicts of interest disclosed, payments to committee members, employee numbers and aggregate payments, total donations, and total membership dues. Members may agree to waive this requirement.
For overseas associations
Who is an overseas association?
An overseas nonprofit organisation that operates or intends to operate in PNG (Section 119). The 1966 Act did not have a specific category for overseas nonprofits, so they registered as overseas companies under the Companies Act 1997.
What changes for overseas associations under the new Act?
All overseas nonprofits currently registered as overseas companies must re-register under the new Act as overseas associations. Any overseas association (nonprofit) that wishes to enter PNG must now first register as an overseas association. There are significant penalties for operating in PNG without first being registered with IPA. Section 120. Once registered, an overseas association is subject to all the same rights and responsibilities of a local association.
How do new overseas associations register?
File an application with the Registrar, accompanied by evidence of incorporation from your home jurisdiction in English. The name you use in PNG must comply with Sections 121 and 122 of the Act.
What if overseas associations operate in PNG without registering?
Operating without registration may result in penalties of K50,000 for each day the entity operates in PNG unregistered.
Do overseas associations also need a Foreign Enterprise Certification?
All overseas entities operating in PNG must obtain a foreign enterprise certification. Under Section 26 of the Investment Promotion Act 1992, nonprofits engaged in religious, charitable, educational, or other socially useful purposes may apply for an exemption. The application form is available on the IPA website.
What are overseas associations' ongoing obligations?
Overseas associations must file annual returns, keep accounting records, prepare financial statements where applicable for PNG activities, and keep committee member details current on the register.
What happens if we cease operating in PNG?
You must give 30 days' prior public notice of your intent to cease doing business in PNG.
Removal, restoration, and winding up
On what grounds can an association be removed from the register?
Most commonly, failure to re-register (in the first year) or failure to file an annual return. Other grounds include having fewer than 3 committee members, or procurement of incorporation through fraud.
Will we be notified before removal?
Yes. The Registrar must give notice to the association before removal. In some cases public notice is also required (Section 110), but not for removal due to failure to file an annual return (Section 110(2)).
Can someone object to an association being removed?
Yes. The Act allows certain persons to raise an objection to a proposed removal. The most common objector is a creditor who is owed money by the association and wants to be paid from its assets. The Act sets out the procedure for raising an objection.
Can a removed association be restored?
Yes. The association, or another interested person such as a creditor, may apply to the Registrar within 2 years of removal, with the required documents, filing fees, and any penalties. A court may also order restoration.
What happens to the association once it is restored?
Once restored, the association is treated as if it had never been removed.
Our association is winding up under the old law. What happens?
If your association is currently winding up or in liquidation, that proceeding will be completed under the old Act, not the new one.
How do we voluntarily close our association?
File a request for removal with the Registrar. The Act sets out the process, including when public notice is required (Section 110).
