Corporate Law at Papua New Guinea
Here’s an overview of Corporate Law in Papua New Guinea (PNG):
🔹 Legal Framework
Companies Act 1997 (latest major legislation regulating companies in PNG)
Governs incorporation, management, duties, and dissolution of companies.
Administered by the Investment Promotion Authority (IPA).
Securities Act
Regulates securities and capital markets.
Other relevant laws:
Business Names Act
Bankruptcy Act
Income Tax Act (affects corporate taxation)
🔹 Types of Business Entities
Public Company
Private Company
Foreign Company (Branch)
Sole Proprietorship
Partnership
Non-Profit Company
🔹 Incorporation & Registration
Companies are registered with the Investment Promotion Authority (IPA).
Must file a Certificate of Incorporation to become a legal entity.
A company must have:
Minimum of 1 shareholder (individual or corporate entity)
Minimum of 1 director (who may be a foreigner or resident)
Registered office in PNG
🔹 Corporate Governance
Directors have fiduciary duties to act honestly, in good faith, and in the best interest of the company.
Companies must hold annual general meetings (AGMs).
Financial reporting and auditing required for public companies; private companies may have lighter requirements.
🔹 Foreign Investment
PNG welcomes foreign investment but certain sectors require approval from the IPA.
Foreign companies must register as foreign branches if operating in PNG.
Some industries may require a local partner or joint venture with Papua New Guinean nationals.
🔹 Compliance & Reporting
Companies must submit annual returns to the IPA.
Annual financial statements must be prepared.
Penalties exist for non-compliance or late filings.
🔹 Recent Trends
Strengthening corporate governance frameworks.
Emphasis on transparency and combating corruption.
PNG government working to simplify registration and reporting processes.
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