What Name Can an Incorporated Association Use?

The name is the first thing the Registrar checks and the last thing many associations get right. Section 16 sets the rules, section 18 gives the Registrar a remedy, and section 19 attaches a liability to misuse.

“Incorporated” or “Inc.”

Section 16(4) of the Associations Incorporation Act 2023 requires that an incorporated association “must have the word ‘Incorporated’ or the abbreviation ‘Inc.’ as part of and at the end of its name”. The abbreviation may be used on the seal and in any document (section 16(5)). The suffix is the public’s warning that they are dealing with a body whose members are not personally liable, and it is the feature that distinguishes the association from a company (“Limited”) or a business name.

Names that cannot be registered

“Almost identical” is judged by the Registrar and is narrower than “confusingly similar”: two associations with names differing only by a province or a descriptive word will usually both be accepted. Because the comparison runs across the company and business name registers as well, a search of all of them before choosing a name saves a rejection. The notice of intention allows three names in order of preference for exactly this reason, and a lodged notice itself protects the proposed name against later applicants.

Undesirable, deceptive or misleading names

Section 16(2) adds a discretionary bar. Except with the consent of the Minister, an association must not be registered by a name that is, in the Registrar’s opinion, “undesirable”, or “deceptive, offensive or otherwise misleading given the nature of the objects of the association, its location, or the composition of its members”, or a name of a kind the Minister has directed the Registrar not to accept, such directions being gazetted (section 16(3)). A name suggesting government status, national coverage an association does not have, a profession its members do not hold, or a connection with a well-known body it lacks, falls here. The Registrar’s decision on a name cannot be appealed to a Principal Magistrate under section 10 (section 10(7)); the remedies are the Minister’s consent or the National Court under section 157.

Direction to change a name

If the Registrar believes on reasonable grounds that an association has been registered under a name that contravenes section 16, section 18 allows the Registrar to serve a written notice requiring a change within a stated period of at least one month. If the association does not comply, the Registrar may enter a new name in the register in the form “Number x Incorporated Association Inc”, with x a unique number, and issue an amended certificate. The association then bears the cost of advertising the imposed name under section 17(4). A direction can be challenged in the National Court within 15 working days under section 157.

Using the name

Section 19(1) requires the association to ensure its name is clearly stated in every written communication sent by or on its behalf and in every document that evidences or creates a legal obligation of the association. Section 19(2) then imposes personal liability: if a document creating an obligation “does not correctly state the name of the incorporated association, every person who issued or signed the document is liable to the same extent as the incorporated association if the incorporated association fails to discharge the obligation”. A treasurer who signs a cheque or a chairman who signs a lease under the old unincorporated name, or without the “Inc.”, can be sued personally if the association defaults. Section 19(3) provides two defences: that the other party knew the obligation was the association’s, or that it would not be just or equitable to hold the signatory liable.

Overseas associations

An overseas association may not operate in Papua New Guinea unless its name could be registered under section 16 as if it were incorporated here; if the name is unavailable it must choose a compliant name for use here, and must file any change of name within 20 days (section 121). It must state its full name and country of incorporation on its communications and obligation-creating documents (section 122).