What Is an Incorporated Association in Papua New Guinea?

Most organised community life in Papua New Guinea runs through associations: the village church, the rugby league club, the women’s fellowship, the landowner group that receives royalties, the professional society, the NGO delivering health services. Until they incorporate, these groups exist only as collections of individuals. The Associations Incorporation Act 2023 gives them a way to become something more.

What the Act means by an association

Section 3 of the Associations Incorporation Act 2023 defines an “association” as “an association, society, club, group, institution, Christian mission or other body in the country that has not incorporated”, and an “incorporated association” as one “incorporated or re-registered under this Act”. The Act then divides incorporated associations into two kinds, public benefit associations, formed for a charitable purpose that benefits the public, and member benefit associations, formed primarily for the benefit of their own members. The distinction runs through the whole Act and is explained in a separate article.

A separate legal person

That sentence is the whole point of incorporating. Before incorporation a club’s bank account is in a committee member’s name, its land is held by trustees who may die or move away, its contracts bind whoever signed them, and a court action must name every member or be brought through a representative. After incorporation the association itself holds the property, signs the contracts and sues or is sued. Section 15 vests in the new association any property previously held on its behalf, and requires the Registrar of Titles to register the association as owner of land without fee or formal transfer. Section 14 gives it “full capacity to carry on or undertake any activity, do any act, or enter into any transaction” in furtherance of its objects, including acting as trustee, borrowing, giving security and dealing with land “as fully and effectually as a natural person could do”.

The members, correspondingly, are protected. Section 61 provides that a member “is not liable to contribute towards the payment of the debts, liabilities, or other obligations of the incorporated association” merely by being a member. See are members liable for an association’s debts.

The non-profit rule

What separates an incorporated association from a company is not that it cannot make money but what it may do with it. To qualify for incorporation an association must have the “prescribed qualifications for incorporation” in section 3: it must be formed for recreation or amusement, or to promote commerce, trade, industry, art, education, science, religion, health, cultural welfare, agriculture, conservation, a community trust or fund, a pension scheme, or “any charitable purpose beneficial to the public”; it must apply its profits or other income in promoting its objects; and it must prohibit the payment of any dividend or distribution to its members. A trade store run by a village association may make a profit, but the profit must go back into the association’s purposes, not into the members’ pockets. Applying profits to any other purpose is a ground for removal from the register under section 108(i).

How an incorporated association is organised

Section 4 sets out the essential elements: a compliant name ending in “Incorporated” or “Inc.”, rules covering the matters in the Schedule to the Act, one or more members, three or more committee members (at least one ordinarily resident in Papua New Guinea), one or more public officers (at least one resident), and a registered office in the country. The committee manages the association (section 35); the public officer is its administrative contact and, if authorised, its contracting agent (Part VI); the members keep the powers to change the rules and objects, wind up the association and, unless the rules say otherwise, appoint and remove the committee (section 62). Each of these is the subject of its own article in this series.

Who uses this structure

The Act’s own list of “principal activities” in the prescribed notice of intention gives a picture: culture and arts; sports, recreation and social clubs; education and research; health; social services; environment; economic, social and community development; employment and training; civic and advocacy organisations; law and legal services; political organisations; charitable and grant-making organisations; international activities; religious organisations; and business and professional associations and unions. Political parties are a special case: section 8(2) allows a party registered under the Organic Law on the Integrity of Political Parties and Candidates to be an incorporated association as well, whereas any other entity already incorporated under another Act may not be (section 8(1)).

Is the 2023 Act in force?

The Act was passed on 11 January 2023 and certified on 29 May 2023, but it comes into operation “in accordance with a notice in the National Gazette”. The 1966 Act is repealed one year after commencement (section 172), and existing associations have that year to re-register (section 167). A draft Associations Incorporation Regulation 2026, dated 8 May 2026, has been prepared to accompany it. Anyone dealing with an association should check with the Registrar of Companies at the Investment Promotion Authority whether the commencement notice has been gazetted; see re-registration.