The question people ask the Investment Promotion Authority most often is whether their particular kind of group can register. The Act answers it by purpose rather than by type, and the list of purposes is long.
The qualifying purposes
An association has the prescribed qualifications for incorporation under section 3 of the Associations Incorporation Act 2023 if it is formed, being formed or operating for the purpose of:
- providing recreation or amusement; or
- promoting commerce, trade, industry, art, education, science, religion, health, cultural welfare, agriculture (soil, crop, livestock and poultry improvement), wildlife and wildland conservation, administering any community trust or fund, promoting pension or superannuation schemes, or any charitable purpose beneficial to the public;
and if it will apply its profits to those objects and prohibit any dividend or distribution to members. The prescribed notice of intention offers fifteen categories of “principal activity” to tick, from culture and arts to religious organisations and business and professional associations and unions, which shows how broad the intended reach is.
Common types of group
| Group | Qualifying purpose | Usual category |
|---|---|---|
| Church, congregation, mission, council of churches | Religion (s 5(3): charitable even if only one faith benefits) | Public benefit |
| Sports club, league, federation | Recreation or amusement; sport as a means to health or education | Member benefit (public benefit if s 5(2) applies) |
| Women’s, youth, village or settlement group | Cultural welfare; community development; charity | Either, by purpose |
| Landowner association | Community trust or fund; agriculture; cultural welfare | Usually member benefit |
| NGO, foundation, relief organisation | Charity; health; education; conservation | Public benefit |
| Professional society, chamber, industry body, union | Commerce, trade, industry; education | Member benefit |
| School board, hospital foundation, alumni body | Education; health | Public benefit or member benefit |
| Superannuation or pension scheme body | Named expressly | Member benefit |
| Political party | Any of the above; dual registration permitted by s 8(2) | Member benefit |
Who cannot incorporate
- A body already incorporated under another Act. Section 8(1) bars a company, business group, land group or statutory body from also being an incorporated association. It may be a member of one (section 8(3)).
- A profit-making venture. The undertakings in section 3 exclude it, and section 9(5) lets the Registrar refuse or cancel incorporation where a company would be more appropriate. See association or company.
- An association formed “for an immoral or illegal purpose, or for improper profit, or a purpose contrary to public policy”. That is a ground of objection under section 9(1)(c), and section 16(1)(a) refuses any name whose use would contravene a law.
- An overseas body. An association incorporated outside Papua New Guinea does not incorporate here; it registers under Part XIII. See overseas associations.
The minimum ingredients
Any qualifying group must also meet section 4: at least one member, at least three committee members with one ordinarily resident in Papua New Guinea, at least one public officer resident here, a compliant name, rules that cover the Schedule, and a registered office in the country. A church with a single congregation, a club with a dozen players or a landowner body with a thousand members all qualify if they can fill those offices. Committee members must be natural persons over 18 who are not bankrupt, not prohibited under the Companies Act and not convicted of a relevant offence in the last five years (section 30). See the essential elements.
A note on landowner groups
Customary landowning clans usually hold their land through an incorporated land group under the Land Groups Incorporation Act, which deals with ownership of the land itself. An incorporated association is the vehicle for what the community does with royalties, compensation and development money: scholarships, water supply, a health post, a women’s programme. The two can coexist, because the ILG is not a member of the association, and the association’s constitution should say plainly that it holds funds for community purposes and not for distribution. An association whose real object is to divide royalty cheques among members is a business group or a company, and the Registrar can say so. Where an association holds landowner money on trust, section 37 allows the National Court to authorise disposal of the trust property when the trusts have ended or become unduly onerous, and the annual report must disclose the royalties and other land payments received (section 76(a) and section 73(2)(a)).
Section 160 lets the Registrar, where the “special nature of the rules, method of control or operations” of an association makes the ordinary structure unsuitable, direct that some officer or authority of the association be incorporated in its place, or stand in place of the committee or general meeting, and waive rules requirements. It exists for bodies such as dioceses, religious orders and federations whose internal government does not fit the committee-and-members model.
Sources
- Associations Incorporation Act 2023 — ss 3, 4, 5, 8, 9(1)(c), 9(5), 16(1), 30, 119, 160
- Associations Incorporation Regulation 2026 (draft) — Schedule, Form 1, item 8 (principal activity categories); not gazetted; not on PacLII
Before relying on anything here, read the current text of the Associations Incorporation Act 2023 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.