How Does an Overseas Association or NGO Register in Papua New Guinea?

International NGOs, mission societies, sporting federations and foreign foundations working in Papua New Guinea were, under the old law, often registered as overseas companies or not at all. Part XIII of the 2023 Act gives them a regime of their own, and a reason to comply.

Who must register

An overseas association is “an association or other similar non-profit entity that is incorporated outside Papua New Guinea” (section 3 of the Associations Incorporation Act 2023). Section 119(1) provides that it “may not conduct operations or otherwise transact business in Papua New Guinea until it obtains a certificate of registration as an overseas association under this Act”. Section 119(2) lists what does not amount to conducting operations: being a party to or settling legal proceedings; holding committee meetings or dealing with internal affairs; maintaining a bank account; selling property through an independent contractor; soliciting orders accepted outside the country; creating or enforcing debts and securities; conducting an isolated transaction completed within 30 working days; and investing in funds or holding property. Running a programme, employing staff, operating an office or delivering services here is conducting operations.

Operating without registration

Name

An overseas association may not operate here unless its name could be registered under section 16 as if it were a local association; if the name is unavailable it must choose a compliant name for use here (section 121). A change of name must be filed within 20 days, with a late fee and a fine of up to K10,000 for default. Its communications and obligation-creating documents must state its full name and country of incorporation (section 122). The draft Regulation requires a copy of the overseas certificate or instrument evidencing any change of name or constitution to be filed with the notice (regulation 10).

The application

Under section 123 the application must be filed with the Registrar in the prescribed form, contain the prescribed information, be signed by or on behalf of the association, be accompanied by the fee, and attach evidence of the overseas incorporation with a certified translation if not in English. The draft Regulation defines a certified translation as one certified by the equivalent of the Registrar in the home jurisdiction, a notary or sworn translator there, a Papua New Guinea diplomatic or consular officer, or a person the Registrar approves here (regulation 11). On receiving a properly completed application the Registrar “must ... without delay register the overseas association”.

Continuing obligations

• Annual return each year in the allocated month, confirming the register is correct, signed and with the fee; none in the year of registration (sections 124, 125).
• Accounts and financial statements. Part VIII applies as if the overseas association were a local one, but only for its Papua New Guinea activities (section 126). The grant, revenue and donation triggers for audited statements therefore apply to its PNG operations.
• Committee changes. Notice of changes in committee members (however styled at home) and their details within 20 days, with a late fee and a fine of up to K10,000 (section 127).
• Registered office and postal address in the country, identifiable and accessible; changes by notice effective five days after registration; fine of up to K5,000 (sections 128, 130).
• Agent. It may appoint an agent by notice, whose acts bind it, remove the agent by notice, and must notify changes within 20 days (section 129).

Removal and restoration

An overseas association is removed automatically six months after failing to file its annual return, and may be restored by the Registrar on a committee member’s application within two years with the outstanding returns and fees, or by the National Court on any aggrieved person’s application (section 131). The Registrar must also remove it, on 30 days’ notice with a right to object to the National Court, where it has ceased to exist at home, procured registration by fraud, ceased business here, abused its authority or broken the Act, the Criminal Code or the anti-money-laundering law, misapplied profits, or acted unlawfully (sections 132, 133). An association ceasing operations must give 30 days’ public notice and file a notice of the date (section 135). On any removal the Registrar becomes its agent for service of process arising from its PNG activities (section 134).

Bodies already here

Section 170 treats an overseas association registered under the 1966 Act, or registered under the Companies Act as an overseas company, as an “existing incorporated association” that must apply for re-registration within a year of commencement under section 167, or be removed under section 168. International NGOs that have operated as overseas companies should therefore expect to move to the associations register. See re-registration.