How Do I Incorporate an Association in Papua New Guinea? Step by Step

Incorporation under the 2023 Act is a two-stage process with a waiting period in the middle. This article walks through it in order; the articles that follow take each stage in more depth.

Step 1: prepare and adopt the rules

The association must, “by special resolution, adopt rules that address the matters listed in the Schedule” (section 20(2) of the Associations Incorporation Act 2023). A special resolution needs 75 per cent of the votes cast at a meeting called on at least 21 days’ notice stating that a special resolution is proposed (section 64(3)). The meeting should also decide the name (with two alternatives), the category (public benefit or member benefit), the initial committee and public officer, and the registered office. See what the rules must contain.

Step 2: authorise an applicant and collect consents

The committee authorises a person to apply for incorporation (section 6(1)); section 7 gives the committee, members and their agents power to do everything necessary to secure it. Each proposed committee member must sign a written consent in the prescribed form (section 23), which is Form 2 in the Schedule to the draft Regulation; it is kept with the association’s records, not filed, but must be produced if the Registrar asks. Both forms can be downloaded from the forms page.

Step 3: lodge the notice of intention

The applicant lodges with the Registrar a notice of intention to apply for incorporation in the prescribed form, Form 1. It sets out the proposed names, the applicant’s details, every initial committee member and shadow committee member, the public officer, membership qualifications, the registered office, postal address, principal place of business and other places of business, the principal activity, the objectives, the category, the two statements about profits and dividends, and attaches the proposed rules and any trust deed (section 6(2)). The draft Regulation allows this notice to be lodged on paper or online (regulation 2(1)). The Registrar checks it and, if satisfied, approves it for publication and assigns it an identification number; a refusal can be appealed to the Minister (section 6(5)). See the notice of intention.

Step 4: publish the public notice

Once approved, the applicant gives public notice, in a daily newspaper circulating throughout the country or the National Gazette (section 3), stating the proposed name and identification number, membership qualifications, principal place of business, principal activity and objectives, and directing the public to the register website for more (section 6(3)). The Registrar may direct the manner of publication (section 6(4)). Keep the newspaper page; the date and newspaper must be sworn to at step 6.

Step 5: wait 60 days for objections

Any person may object within 60 days after publication on the grounds in section 9(1): lack of authority, missing essential elements, an illegal or improper purpose, non-compliant rules, an unacceptable name, a defective notice, the wrong category, or an ineligible committee member or public officer. The applicant is notified and has up to 30 days to respond; the Registrar decides; either side may appeal to a Principal Magistrate within 28 days (sections 9 and 10). See objections.

Step 6: apply for incorporation

The application is in the prescribed form, accompanied by a statutory declaration by the applicant that the committee authorised the application, that public notice was given on a stated date in a stated newspaper, and that the particulars are true (section 11(2)), together with a copy of the rules, any trusts and any deed embodying them (section 11(3)). If an objection appeal is pending before a Principal Magistrate, the application waits for the decision.

Step 7: registration and certificate

“As soon as” the Registrar receives a complying application, the Registrar must enter the association on the register and issue a certificate of incorporation (section 12(1)). The certificate is conclusive evidence that all requirements were complied with and that the association is incorporated from the date stated (section 12(2)). See what the certificate proves.

Step 8: the first things to do afterwards

• Apply to the Registrar of Titles to be registered as owner of any land previously held for the association (section 15(2)).
• Ratify any pre-incorporation contracts within one month (section 92).
• Open bank accounts in the association’s name; adopt a balance date if 31 December does not suit (section 3).
• Set up the member register (section 87) and the accounting records (section 72).
• Diarise the allocated month for the annual return (none is due in the year of incorporation) and the first annual meeting, which must be held within 18 months (sections 66, 77).
• Use the full name with “Inc.” on every document (section 19).

Fees, time and cost

Fees are prescribed by regulation and, under the draft, are set out by the Registrar for each online form; the Act itself fixes none. The statutory timetable means incorporation cannot be completed in less than about ten weeks from publication, and the Registrar’s own processing time comes on top. A lawyer is not required; the forms are designed for completion by the applicant, and the draft Regulation describes them as data fields on the online registry.