What Powers Does the Registrar Have Over Incorporated Associations?

Under the 1966 Act the Registrar of Incorporated Associations was largely a filing clerk. The 2023 Act gives the Registrar of Companies, wearing an associations hat, the investigative and enforcement toolkit of a modern regulator.

Keeping the register

Section 144 of the Associations Incorporation Act 2023 requires the Registrar to keep a register of incorporated and overseas associations, “wholly or in part, by means of an electronic or digital format register”. Documents must be registered “without delay” and the filer notified, except for annual returns (section 145). A document is registered when it becomes part of the register or its details are stored electronically (section 146). Anyone may inspect the register and obtain copies or certificates on paying the fee (sections 149, 150), except material the Registrar deems confidential. See who the Registrar is.

Rejecting documents

Section 147 lets the Registrar refuse a document that is not in the prescribed form, does not comply with the Act or regulations, is not typed or printed, is in a format the electronic register cannot take, is incomplete, is illegible, or lacks the fee including any late fee or penalty. The Registrar may require it to be resubmitted, amended or replaced. Registration creates no presumption of validity (section 148).

Correcting the register and demanding information

Under section 151 the Registrar may rectify the register where information was wrongly entered or omitted, or correct particulars incorrectly entered, but must first notify the association and anyone materially affected and give them a reasonable opportunity to object, unless the correction concerns only the person who supplied the information. Section 152 allows the Registrar to give notice requiring corrected or updated details, or a certified copy of any document that has or ought to have been filed, within a period of at least ten working days. Failure to comply is an offence carrying a fine of up to K5,000, and the Registrar may then amend the register to match the information provided (section 153).

Inspection and seizure of records

Section 154 applies to overseas associations too. Section 154(6) permits the Registrar to pass the documents to the Minister, the Attorney-General, the Financial Analysis and Supervision Unit of the Bank of Papua New Guinea, the police and other law enforcement agencies. Section 155 then restricts anyone who receives them from disclosing further except as the section allows, on pain of the same penalties, and section 156 makes an inspection report admissible on an application to appoint a liquidator.

Removal, restoration and names

Elsewhere in the Act the Registrar may refuse a name (section 16) and direct a change of name (section 18); refuse incorporation on the section 8 grounds and decide objections (section 9); remove an association from the register on the ten section 108 grounds after notice; restore it administratively within two years of an annual return default (section 115); require a change of registered office (section 97); waive financial statements for good cause (section 78(2)); and approve a modified annual return (section 77(5)). See removal and restoration.

Extending time and special cases

Section 159 lets the Registrar, “in special circumstances”, extend any time limit the Act imposes, other than a time for appealing to a court. Section 160 is unusual: where the “special nature of the rules, method of control or operations” of a proposed association makes it appropriate, the Registrar may direct that an officer or authority be incorporated in the association’s place, that some organ stand in place of the committee, general meeting or public officer, substitute another procedure for a special resolution, or approve the rules and waive some of the Act’s requirements about them. It suits churches and hierarchical bodies. An appeal against a section 160 direction lies to the Minister, whose decision is final, not to the Court.

Prosecutions, costs and fines

Under section 162 the Registrar, or a person with the Registrar’s written consent, may prosecute any offence against the Act. In any proceeding by or against the Registrar the National Court may award costs against any party other than the Registrar, recoverable as a debt, and fines resulting from the Registrar’s actions are paid to the Registrar and recoverable as a debt due to the Registrar (section 162(3), (4)). The offences themselves are summarised in offences and penalties.

Challenging the Registrar

Section 157 gives any person aggrieved by an act or decision of the Registrar the right to apply to the National Court within 15 working days of notification, or such further time as the Court allows, unless the Act provides a specific route; the Court may approve the decision, give directions or make any determination it thinks fit. Section 158 protects the Registrar, Deputy Registrar and staff from damages claims for acts done in good faith. See appeals from the Registrar.