What Is the Registered Office of an Association, and Can It Be Changed?

Every legal person needs a place where it can be found. For an incorporated association that place is the registered office, and the Act attaches to it several obligations that a post office box cannot meet.

What qualifies

A registered office is a street address: an office, a church building, a clubhouse, a school, a shop, a committee member’s house. The prescribed notice of intention requires “street name and number, or allotment and section number” and states that “PO Box is not allowed”. It must be somewhere a member of the public, a creditor or a process server can find and enter during business hours. A village address is acceptable if it can be identified. The postal address is separate and may be a PO Box or private mail bag; the Regulation’s form asks for both. The principal place of business may be the same as the registered office or different, and both are recorded.

What the registered office is for

• Service of documents. Under section 136 a legal document may be served on the association by leaving it at, or posting it to, the registered office, and under section 138 a document for a committee member may be left there. See service.
• Records. Section 85 requires the records open to members to be kept at the principal place of business and at the registered office if different, and section 72(2) requires the accounting records to be kept at one or the other.
• Resignations. A committee member resigns by delivering a signed notice to the registered office (section 27).
• Registrar’s notices. The Registrar may send notices to the registered office (section 141(3)(c)), and a notice requiring a change of office is sent there (section 97(2)).
• Existence. A registered office in the country is an essential element under section 4(f); an association without one is liable to removal under section 108(b).

Changing the office or postal address

Section 96 of the Associations Incorporation Act 2023 allows the committee, subject to the rules, to change the registered office or postal address at any time, by filing a notice of the change in the prescribed form with the Registrar. The change “takes effect on a date stated in the notice which must not be earlier than five days after the notice is registered”. The five days let anyone relying on the register catch up. Until the new date, the old office remains the registered office and documents served there are validly served. A change of address in an annual return also allows the Registrar to amend the register under section 77(7), but the safer course is a section 96 notice.

Changes the Registrar requires

Under section 97 the Registrar may, by written notice sent to the registered office and copied to each committee member, require the association to change its registered office. The notice must give a date at least one month ahead, state the reasons, state that the association may appeal, and be signed by the Registrar. The association must comply by that date or, if it appeals and loses, within five days of the decision; section 97(5)(b) refers to an appeal to the District Court. Failure is an offence by every committee member with a fine of up to K5,000. The power exists for offices that have ceased to be accessible: a building that has been demolished, an address that turns out to be a vacant lot, or premises the association has left without telling anyone.

Overseas associations

A registered overseas association must likewise always have a registered office and valid postal address in Papua New Guinea, identifiable and easily accessible (section 128), may change them by notice with the prescribed fee effective five days after registration, and must change them when the Registrar requires; failure attracts a late fee and a fine of up to K5,000 (section 130). It may also appoint an agent whose acts bind it (section 129).