Section 4 is the checklist against which every application is measured and against which the Registrar can, at any later time, strike an association off. It is short enough to quote in full.
An incorporated association must have — (a) a name that complies with Section 16; and (b) rules that address the matters listed in the Schedule; and (c) one or more members; and (d) three or more committee members, at least one of whom must be ordinarily resident in Papua New Guinea; and (e) one or more public officers, at least one of whom must be ordinarily resident in Papua New Guinea; and (f) a registered office in Papua New Guinea.
A compliant name
The name must end with “Incorporated” or “Inc.” (section 16(4)), must not be identical or almost identical to the name of any registered association, overseas association, company, business group or business name, or a name reserved under the Companies Act, must not contravene any law, and must not be one the Registrar considers undesirable, deceptive, offensive or misleading (section 16(1) and (2)). The applicant may nominate up to three names in order of preference. The article on names has the detail.
Rules that cover the Schedule
The Schedule to the Associations Incorporation Act 2023 lists fifteen matters the rules must address: name, objects, membership qualifications, subscriptions, the committee and how it is elected, quorums and procedure, notices of meetings, sources of funds, management of funds and signing of cheques, intervals between general meetings, audit, how the rules and objects are altered, custody of the seal, and custody of books. The rules must be adopted by special resolution (section 20(2)), and they bind the association and each member as a contract (section 20(6)). See what the rules must contain.
At least one member
A single member suffices in law, though in practice an association of one is unusual and a court asked to sanction its decisions would look closely at them. A “member” is a person whose name is on the member register, or who has the right to vote for committee members, or who meets the qualifications for membership in the rules; a person is not a member merely by being a committee member, officer or employee (section 3). A company or other body corporate may be a member (section 8(3)).
At least three committee members
The committee manages the association (section 35). Each committee member must be a natural person aged 18 or over who is not an undischarged bankrupt, not prohibited from company management under sections 425, 426 or 428 of the Companies Act, not convicted of a relevant offence within the last five years, not of unsound mind, and not excluded by the rules (section 30). Each must consent in writing on the prescribed form before appointment (section 23). At least one must be ordinarily resident in Papua New Guinea; the others may live abroad, which allows international bodies to have local branches with mixed committees. See who can be a committee member.
At least one public officer
The public officer is the association’s administrative representative, appointed by the committee, whose name and address are on the register and who may be given authority to sign contracts (Part VI). Unlike a committee member, a public officer must be ordinarily resident in Papua New Guinea (section 54(2)(f)) and vacates office on ceasing to reside here (section 55(2)(e)). An association may have more than one. See the public officer.
A registered office in Papua New Guinea
The registered office is the physical address to which legal documents are delivered and at which records are kept for inspection. It must be “identifiable and easily accessible to the public” (section 95(2)); a post office box is not enough, though the association must also have a valid postal address. The Registrar can require an unsuitable office to be changed (section 97). See the registered office.
What happens if an element is lost
Section 108(b) provides that the Registrar must remove an incorporated association from the register if “the incorporated association at any time does not comply with Section 4”. If the last resident committee member emigrates, the public officer dies without replacement, membership falls to nil or the registered office is abandoned, the association is exposed to removal, after public notice and a 30-day window for objection (sections 110 to 112). The Registrar’s power under section 152 to demand updated details is the usual way such gaps come to light. Vacancies should therefore be filled promptly and notified within one month (sections 28 and 56), and the annual return should be used to confirm that all six elements are still in place.
Before lodging the notice of intention, have ready: three names in order of preference; draft rules covering all fifteen Schedule items and adopted by special resolution; a member list; three or more consenting committee members with at least one resident; a resident public officer; a street address for the registered office; a postal address; and an email address for the association, which the draft Regulation requires for online filing.
Sources
- Associations Incorporation Act 2023 — ss 3, 4, 8(3), 16, 20, 23, 28, 30, 35, 53–56, 95–97, 108(b), 110–112, 152, Schedule
- Companies Act 1997 — ss 425, 426, 428 (prohibited persons)
- Associations Incorporation Regulation 2026 (draft) — reg 12 (email address); 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.