Who Is the Registrar of Associations, and What Is the Register?

Under the 1966 Act associations dealt with a Registrar of Incorporated Associations. The 2023 Act merges the function into the companies registry, and most of what an association does from now on will be done on the Registrar of Companies’ online portal.

Who the Registrar is

Section 3 of the Associations Incorporation Act 2023 defines “Registrar” as “the Registrar of Companies appointed under Section 394(2)(a) of the Companies Act 1997”. In practice that office sits within the Investment Promotion Authority in Port Moresby, which already runs the online company, business name and business group registries. Section 158 protects the Registrar, Deputy Registrar and staff from actions for damages for anything done in good faith under the Act.

The register

Section 144 requires the Registrar to keep “a register of incorporated associations and overseas associations”, and allows it to be kept “wholly or in part, by means of an electronic or digital format register”. The draft Regulation calls this the online registry and allows the Registrar to require that any application, notice or document be submitted through it (regulation 2(2)), the only exception being court documents served on the Registrar. Paper documents, where still accepted, must be on A4, typed, with a 2.7 cm binding margin, and not carbon copies (regulation 2(4) and (5)).

Rejection of documents

Section 147 lets the Registrar refuse to register a document that is not in the prescribed form, does not comply with the Act, is not typed, cannot be read, is incomplete, is in a format the electronic register cannot accept, or is not accompanied by the prescribed fee including any late fee. The Registrar may require it to be resubmitted, amended, or replaced. The draft Regulation adds that a rejected document “shall be deemed not to have been submitted”, and that a document is not submitted at all “unless it is accepted and registered by the Registrar” (regulation 2(7) and (8)). For a filing with a deadline, the safe course is to file early enough to fix a rejection. Registration, however, proves nothing about a document’s validity or accuracy: section 148 creates no presumption either way.

Public inspection and certificates

Under section 149 any person may, on paying the prescribed fee, inspect any document on the register or the details stored electronically, except material the Registrar has deemed confidential. Under section 150 anyone may obtain a certificate of incorporation or registration, a copy or extract of a registered document, or a certificate from the Registrar that on a given date a body was or was not an incorporated association, or a person was or was not a committee member, public officer or agent. Such a certificate “is, in all courts and before all persons acting judicially and for all purposes, evidence of the matters stated”, and a certified copy of the rules is evidence that they were the rules in force on the date stated. Courts take judicial notice of the Registrar’s signature.

This is the practical answer to a question that comes up constantly in disputes over community funds: to prove who the lawful committee of an association is, obtain a section 150 certificate.

The Registrar’s other powers

The Registrar approves notices of intention and decides objections (sections 6, 9); refuses undesirable names and directs name changes (sections 16, 18); grants extensions of time in special circumstances (section 159); rectifies and amends the register (sections 151 to 153); requires information and certified copies on ten working days’ notice (section 152); inspects and seizes documents, including from banks (section 154); removes and restores associations (Parts XII and XIII); appoints an auditor where none is appointed (section 82(3)); and prosecutes offences, recovering fines as debts (section 162). Where the association is a public benefit association the Registrar may also apply to court to remove a committee member, for an injunction, or for a meeting (sections 45, 50, 70). The full account is in the Registrar’s powers.

Challenging the Registrar’s decisions

Three routes exist. A decision on a notice of intention, or a direction under section 160, is appealed to the Minister, whose decision is final (sections 6(5) to (7), 160(2)). A decision on an objection to incorporation is appealed to a Principal Magistrate within 28 days (section 10). Any other act or decision may be taken to the National Court within 15 working days of notification, or such further time as the Court allows (section 157); the Court may approve the decision, give directions or make any determination it thinks fit. The Registrar cannot extend the time for any of these appeals (section 159(2)). See appealing the Registrar’s decision.