This article is intended as a general guide for Papua New Guinea (PNG) incorporated companies and their directors. The article highlights some central obligations required under the Companies Act 1997 (Companies Act) and Companies Regulations 1998 (Regulations). This article does not list all of the obligations and is not intended to be used as legal advice. You should always contact a qualified PNG admitted lawyer for specific advice.
Where can I get PNG company forms?
From time to time it will be necessary to lodge company forms with the Registrar of Companies (Registrar). Schedule 1 of the Regulations lists the prescribed forms. A table of the prescribed fees are listed in Schedule 2 of the Regulations.
A copy of the company forms can be downloaded for free from the Investment Promotion Authority website (www.ipa.gov.pg/).
How do I make payment to the PNG Companies Office?
All fees can be paid by bank cheque made payable to the Companies Office or via direct deposit.
You can also email the Registrar on [email protected].
All company forms must be filed with the Registrar and have the following information:
- name and registration number of the company;
- postal address; and
- contact telephone number of the person filing.
If the above information is not included on the filed form it will be refused.
Do I need a PNG registered office?
Yes, every company must have a registered office in PNG. A post office address cannot be used as a registered address.
Do I need an address for service?
Yes, section 167 of the Companies Act provides that every company must have an address for service in PNG. The service address can be the same as the registered office address but does not need to be. A post office address cannot be used as an address for service.
Do I need to keep a share register?
Yes, a PNG incorporated company is only allowed to have one share register which must be kept in PNG.
Section 67 of the Companies Act provides that a company must maintain a share register.
The share register can be maintained by an agent of the company.
What company documents must be kept at the registered office?
The following company records must be kept at the company’s registered office:
- the constitution of the company (if adopted);
- minutes of all meetings and resolutions of shareholders within the last 7 years;
- an interests register;
- minutes of all meetings and resolutions of directors and directors’ committees within the last 7 years;
- certificates given by directors under this Act within the last 7 years;
- the full names, addresses, and postal addresses of the current directors and secretary;
- copies of all written communications to all shareholders or all holders of the same class of shares during the last 7 years, including annual reports made under Section 209 of the Companies Act;
- copies of all financial statements and group financial statements required to be completed by this Act for the last 7 completed accounting periods of the company;
- the share register;
- accounting records as described in section 188 of the Companies Act. The accounting records can be kept at the company’s registered office or at some other place.
Are company annual meetings still required for PNG incorporated companies?
Yes, section 101 of the Companies Act requires the board of a company to call an annual meeting of shareholders:
- once in each calendar year; and
- not later than 6 months after the balance date of the company; and
- not later than 15 months after the previous annual meeting.
A company is not required to hold its first annual meeting in the calendar year in which it was first incorporated, but must hold that meeting within 18 months from the date it was incorporated.
Are all companies required to lodge annual returns in PNG?
Yes, section 215 of the Companies Act provides that every company must lodge an annual return within 14 days of the annual meeting. The financial reporting requirements are contained under Divisions XI.1 and XI.2 of the Companies Act. Directors must be mindful of compliance since onerous duties are placed on directors including being personally liable.