Companies in Papua New Guinea are registered by the Registrar of Companies at the Companies Office of the Investment Promotion Authority (IPA). The IPA runs a single fully electronic registry platform hosting both the Business Entities Registry and the Personal Property Securities Registry, searchable by the public at no cost and available around the clock, at ipa.gov.pg.

The company registry in Papua New Guinea

The Companies Office administers four registration statutes, so one authority covers almost every form of organised business in the country: the Companies Act 1997 for companies, the Business Names Act for business names, the Business Groups Incorporation Act for business groups, and the Associations Incorporation Act 2023 for associations. The IPA also houses the Intellectual Property Office of Papua New Guinea.

Papua New Guinea therefore does not keep separate registers for companies and for sole traders, but it does distinguish them by instrument: a sole trader or partnership trading under a name registers that name under the Business Names Act, which is a registration of a name rather than the creation of a legal person, while incorporation happens only under the Companies Act.

The Registrar of Companies keeps one register covering both companies incorporated in Papua New Guinea and bodies corporate incorporated outside the country that are registered under the Act. Foreign investors face an additional step outside the register: a foreign enterprise must be certified by the IPA under the Investment Promotion Act 1992 before carrying on business.

Registration and filing are now done through the IPA online registry system, which supports account creation and online lodgement; the IPA has noted that migration of existing accounts to the new platform is ongoing.

Legal forms that can be registered in Papua New Guinea

Papua New Guinea follows the New Zealand model of a single, unified company concept rather than a menu of company types. Under Part II of the Companies Act 1997, any person or persons may apply to register a company, and a company must have a name, one or more shares, one or more shareholders and one or more directors.

  • Company — the single statutory form, limited by shares, which may be held by one shareholder and managed by one director. Shareholder liability is limited to the amount unpaid on the shares held.
  • Overseas company — a body corporate incorporated outside Papua New Guinea, registered under Part XX of the Act either to carry on business in the country or to protect its name. It must appoint an authorised agent for service, file annual returns, meet the financial reporting requirements applicable to PNG companies, and notify the Registrar when it ceases business.
  • Business name — a trading name registered under the Business Names Act by an individual or a partnership. It confers no separate legal personality and does not limit liability.
  • Business group — a legal person incorporated under the Business Groups Incorporation Act, designed for customary groups and clans to hold property and undertake economic activity collectively. This is a distinctively Papua New Guinean form.
  • Incorporated association — a non-profit body incorporated under the Associations Incorporation Act 2023, which replaced the earlier associations legislation.
  • Certified foreign enterprise — not a separate legal form, but the status a foreign-owned business must obtain from the IPA under the Investment Promotion Act 1992 in addition to registering its company or overseas company.

Information available from the Papua New Guinean registry

The register is public by design. The Companies Act provides for public inspection of company records and for the inspection of and evidence from the registers, and the IPA states that its registry systems are searchable by the public at no cost and available continuously. Shareholders have their own separate inspection rights over company records.

The register holds a substantial file for each company: the name and registration details, the directors and the secretary, the registered office and the address for service, notices of share issues and the terms attaching to shares, the constitution where the company has adopted one, registered charges, annual returns, and financial statements for certain companies. Because charges are registered and the personal property securities registry sits on the same platform, security interests over a PNG company assets can be checked in the same place as its corporate record.

What is not published is a beneficial-ownership layer. The registry shows registered shareholders and directors rather than the ultimate natural persons behind corporate shareholders, and no public beneficial-ownership register for Papua New Guinea could be confirmed on an official source at the time of writing. Financial statements are on the register only for the categories of company required to file them, so accounts are not available for every entity.

Documents that can be obtained from the registry

  • Certificate of Incorporation — issued by the Registrar on registration and treated by the Act as conclusive evidence that the requirements for incorporation were met and that the company is incorporated. The primary proof of legal existence.
  • Certificate of Change of Name — issued when a company changes its name or undergoes a structural change, linking the old and new identities.
  • Certified extracts of registered documents — certified copies taken from documents on the register, supplied by the Registrar on request for use in evidence.
  • Company extract or search result — the current registered particulars retrieved from the Business Entities Registry, free of charge.
  • Constitution — the company constitution as registered, where one has been adopted.
  • Annual return — the yearly filing confirming directors, shareholders, addresses and, for the companies required to file them, financial statements.
  • Register of charges entries — particulars of charges registered against the company, checkable alongside the Personal Property Securities Registry on the same platform.
  • Business name, business group and association registration certificates — the equivalent registration documents for the non-company registers administered by the Companies Office.

Frequently Asked Questions

Who is the company registrar in Papua New Guinea?

The Registrar of Companies at the Companies Office of the Investment Promotion Authority, which administers the Companies Act, the Business Names Act, the Business Groups Incorporation Act and the Associations Incorporation Act 2023.

Is the PNG company register free to search?

Yes. The IPA states that its Business Entities Registry and Personal Property Securities Registry are searchable by the public at no cost and available continuously.

What company types exist under the Companies Act 1997?

One. Papua New Guinea uses a single company form: a company must have a name, one or more shares, one or more shareholders and one or more directors, so a single-shareholder single-director company is possible.

Do foreign companies need to register?

Yes. A body corporate incorporated abroad registers as an overseas company under Part XX of the Act, appoints an authorised agent for service and files annual returns; a foreign enterprise must also be certified by the IPA under the Investment Promotion Act 1992.

What is a business group?

A legal person incorporated under the Business Groups Incorporation Act, used by customary groups and clans to hold property and carry on economic activity collectively.

Sources

  • Investment Promotion Authority, Papua New Guinea Registry Services — ipa.gov.pg
  • Companies Act 1997, consolidated text published by the IPA — ipa.gov.pg
  • Investment Promotion Authority, legacy portal — legacy.ipa.gov.pg
  • National Trade Portal, IPA business registration, regulation and certification — nto.gov.pg
  • National Trade Portal, IPA functions — nto.gov.pg
  • National Trade Portal, certification of foreign enterprises — nto.gov.pg
  • Internal Revenue Commission, taxpayer registration — irc.gov.pg

Keywords

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