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Associations
Fifty-five questions and answers on the Associations Incorporation Act 2023 and the Associations Incorporation Regulation - how a church, club, landowner group, NGO or community organisation in Papua New Guinea becomes an incorporated association, what its rules must say, who runs it and what they owe, what records it must keep and file, and how it amalgamates, deregisters or winds up.
An incorporated association is the legal form used by most of Papua New Guinea’s churches, sports clubs, women’s groups, landowner associations, professional bodies, charities and NGOs. The Associations Incorporation Act 2023, certified on 29 May 2023, repeals and replaces the 1966 Act that had governed them since before Independence. It keeps the familiar core — a public notice, a set of rules, a committee and a public officer, a certificate of incorporation that makes the association a separate legal person — and adds a great deal that is new: a distinction between public benefit and member benefit associations, duties and offences for committee members modelled on the Companies Act, annual returns and annual reports, audited financial statements above set thresholds, an online register run by the Registrar of Companies, a regime for overseas associations, and a deadline for every existing association to re-register. This series works through the Act in plain language, question by question, and links the two prescribed forms, the notice of intention and the committee member’s consent, which can be downloaded in Word or PDF from the association forms page.
Jump to a subject
55 questions and answers, grouped by subject.
- What an incorporated association is — 8 questions
- Incorporating an association — 8 questions
- Rules, resolutions and powers — 5 questions
- Committee members and the public officer — 10 questions
- Members — 6 questions
- Records, reports and filings — 7 questions
- Amalgamation, deregistration, winding-up and overseas associations — 7 questions
- The Registrar, offences and transition — 4 questions
What an incorporated association is
What the 2023 Act does, what changed from the 1966 Act, association or company, public benefit or member benefit, charitable purpose, who can incorporate, and the Registrar.
What Is an Incorporated Association in Papua New Guinea?
Incorporated associations in PNG explained: what the Associations Incorporation Act 2023 creates, separate legal personality, what an association can and cannot do, the non-profit rule, and who uses this structure.
Read the answer → No. 2What Changed Under the Associations Incorporation Act 2023?
The main changes in PNG's Associations Incorporation Act 2023 compared with the 1966 Act: new categories, committee duties and offences, annual returns, financial statements and audit, the online register, overseas associations, AML compliance and re-registration.
Read the answer → No. 3Should My Group Incorporate as an Association or a Company?
Association or company in PNG: how to choose between the Associations Incorporation Act 2023 and the Companies Act 1997, the non-profit test, section 8's ban on dual incorporation, the Registrar's power under section 9(5), business groups and landowner companies.
Read the answer → No. 4What Is the Difference Between a Public Benefit and a Member Benefit Association?
Public benefit v member benefit associations under PNG's Associations Incorporation Act 2023: definitions, how to choose, the Registrar's standing, opt-outs available to member benefit bodies, amalgamation limits and the rule on surplus assets.
Read the answer → No. 5What Is a “Charitable Purpose” Under the Associations Incorporation Act?
The meaning of charitable purpose in section 5 of PNG's Associations Incorporation Act 2023: the listed purposes, amateur sport, religion, ancillary advocacy, the common law background, and why it decides public benefit status and the fate of surplus assets.
Read the answer → No. 6Can a Church, Sports Club, Women’s Group or Landowner Association Incorporate?
Who can incorporate under PNG's Associations Incorporation Act 2023: churches, clubs, women's and youth groups, landowner and community bodies, professional and industry associations, NGOs and political parties, the prescribed qualifications, and who is excluded.
Read the answer → No. 7Who Is the Registrar of Associations, and What Is the Register?
The Registrar under PNG's Associations Incorporation Act 2023: the Registrar of Companies at the IPA, the online register, what is registered and when, public inspection and certified copies, rejection of documents, and how to challenge the Registrar's decisions.
Read the answer → No. 8What Are the Essential Elements of an Incorporated Association?
The six essential elements of an incorporated association under section 4 of PNG's Associations Incorporation Act 2023: name, rules, members, three committee members, public officer and registered office, with the residency requirements and what happens if one is lost.
Read the answer →Incorporating an association
The notice of intention, objections and appeals, the application and certificate, what incorporation does to property, and the rules about names.
How Do I Incorporate an Association in Papua New Guinea? Step by Step
How to incorporate an association in PNG under the Associations Incorporation Act 2023: the eight steps from adopting rules to the certificate of incorporation, timing, documents, fees, the online registry and the two prescribed forms.
Read the answer → No. 10What Is the Notice of Intention to Apply for Incorporation?
The notice of intention under section 6 of PNG's Associations Incorporation Act 2023 and Form 1 of the Regulation: what it must contain, who lodges it, the Registrar's approval, the public notice and its contents, shadow committee members, and appeals to the Minister. Download the form in Word or PDF.
Read the answer → No. 11Can Someone Object to the Incorporation of an Association?
Objecting to the incorporation of an association in PNG: the ten grounds in section 9 of the Associations Incorporation Act 2023, the 60-day window, the objection form, the applicant's response, the Registrar's decision and the appeal to a Principal Magistrate.
Read the answer → No. 12How Do I Appeal a Registrar’s Decision About an Association?
Appeals and reviews of the Registrar's decisions under PNG's Associations Incorporation Act 2023: the Minister (s 6, s 160), the Principal Magistrate (s 10), the National Court within 15 working days (s 157), objections to removal (s 112), the registered office appeal (s 97) and judicial review.
Read the answer → No. 13What Does a Certificate of Incorporation Prove?
The certificate of incorporation under section 12 of PNG's Associations Incorporation Act 2023: conclusive evidence, the date of incorporation, what it does not prove, certified copies and section 150 certificates, and the certificate of re-registration for existing associations.
Read the answer → No. 14What Happens to Property When an Association Incorporates?
Vesting of property on incorporation under section 15 of PNG's Associations Incorporation Act 2023: land, bank accounts, vehicles and trust property, registration with the Registrar of Titles, existing trusts and liabilities, disposal of trust property under section 37, and property on restoration.
Read the answer → No. 15What Name Can an Incorporated Association Use?
Names of incorporated associations under sections 16, 18 and 19 of PNG's Associations Incorporation Act 2023: the "Inc." suffix, identical and similar names, undesirable or misleading names, the Minister's consent, name directions, use of the name on documents and personal liability for misdescription.
Read the answer → No. 16How Does an Incorporated Association Change Its Name?
Changing the name of an incorporated association under section 17 of PNG's Associations Incorporation Act 2023: the special resolution, the 20-day application, public notice and filing deadlines, the K1,000 penalty, the effect of the change, and updating title, banks and contracts.
Read the answer →Rules, resolutions and powers
What the rules must contain, how they are changed, ordinary and special resolutions, the association's capacity, and how it signs contracts.
What Must the Rules (Constitution) of an Incorporated Association Contain?
What the rules or constitution of a PNG incorporated association must contain under the Schedule to the Associations Incorporation Act 2023: the fifteen mandatory matters, section 20 on adoption and binding effect, what the rules may add, restrictions on powers, and model drafting points.
Read the answer → No. 18How Do We Change the Rules or Objects of Our Association?
Amending the rules, objects or trusts of a PNG incorporated association under sections 21 and 22 of the Associations Incorporation Act 2023: the special resolution, the one-month lodgement, public notice where member liability changes, no effect until registered, penalties, and the protection of existing rights.
Read the answer → No. 19What Is a Special Resolution, and When Is One Needed?
Ordinary and special resolutions under section 64 of PNG's Associations Incorporation Act 2023: the 75 per cent threshold, 21 days' notice, one vote per member, the chairman's declaration, when the Act requires a special resolution, the 20-day lodgement, and written resolutions in lieu of a meeting.
Read the answer → No. 20What Powers Does an Incorporated Association Have?
The capacity and powers of a PNG incorporated association under sections 13, 14, 90 and 91 of the Associations Incorporation Act 2023: full capacity in furtherance of objects, the listed powers, restrictions in the rules, validity of transactions and no constructive notice of the rules.
Read the answer → No. 21How Does an Incorporated Association Sign Contracts?
How a PNG incorporated association enters contracts under section 36 of the Associations Incorporation Act 2023: the seal, signed writing and oral contracts, the public officer's authority under section 57, pre-incorporation contracts and ratification under sections 92 to 94, the name on documents, and validity of transactions.
Read the answer →Committee members and the public officer
Who may serve, appointment and removal, pay, the duties of care, good faith and disclosure, shadow committee members, liability, disqualification, indemnity and the public officer.
Who Can Be a Committee Member of an Incorporated Association?
Eligibility to be a committee member of a PNG incorporated association under sections 23 and 30 of the Associations Incorporation Act 2023: age, bankruptcy, Companies Act prohibitions, relevant offences including AML and violence, unsound mind, the rules, written consent (Form 2), leave of the Court and residency.
Read the answer → No. 23How Are Committee Members Appointed, Removed and Replaced?
Appointment, resignation, removal and replacement of committee members under sections 24 to 28 of PNG's Associations Incorporation Act 2023: the first committee, elections by ordinary resolution, removal by members, how a committee member ceases to hold office, continuing liability, and the one-month notice of change to the Registrar.
Read the answer → No. 24Can Committee Members of an Association Be Paid?
Remuneration of committee members under section 29 of PNG's Associations Incorporation Act 2023: pay only under the rules or a special resolution, expenses, the annual report disclosure in section 76(e), the unpaid volunteer's protection under section 38(4), material interest and the non-distribution rule.
Read the answer → No. 25What Duties Does a Committee Member of an Association Owe?
The duties of committee members under sections 38 to 44 of PNG's Associations Incorporation Act 2023: care, diligence and skill, compliance with the Act and rules, reliance on information and advice, good faith and best interests, material interests, confidential information, and how the duties compare with directors' duties.
Read the answer → No. 26What Must a Committee Member Do About a Conflict of Interest?
Conflicts of interest under sections 40 to 42 of PNG's Associations Incorporation Act 2023: the meaning of material interest and relative, written disclosure, when a conflicted committee member may still act, ordinary-course exceptions, avoiding transactions, protection of third parties and the penalties.
Read the answer → No. 27What Is a “Shadow Committee Member”?
Shadow committee members under sections 3 and 47 of PNG's Associations Incorporation Act 2023: the definition, founders, sponsors and chiefs who control a committee from outside, liability as a committee member, the professional-capacity exception, disclosure in Form 1, and the shield for members acting by special resolution.
Read the answer → No. 28Can a Committee Member Be Sued or Prosecuted?
Civil and criminal liability of committee members under PNG's Associations Incorporation Act 2023: the volunteer shield in section 38(4), suits by members (s 51), compliance orders (s 52), injunctions (s 50), the offences and penalties, the reasonable-steps defences in section 46, continuing liability after resignation and the Registrar's prosecution powers.
Read the answer → No. 29Can the Court Disqualify or Remove a Committee Member?
Court disqualification and removal of committee members under sections 31 to 34 and 45 of PNG's Associations Incorporation Act 2023: grounds, who may apply, the 20 days' notice, the five-year maximum, leave to act despite prohibition, the 20 per cent threshold, the Registrar's role for public benefit associations and the penalties for breach.
Read the answer → No. 30Can an Association Indemnify or Insure Its Committee Members?
Indemnity and insurance for committee members under section 49 of PNG's Associations Incorporation Act 2023: the ban on indemnifying criminal liability, the default ban on indemnifying liability to the association, what the rules may permit, insurance for committee members, officers and employees, void indemnities and how this interacts with the volunteer shield.
Read the answer → No. 31What Is a Public Officer, and What Does the Public Officer Do?
The public officer under Part VI of PNG's Associations Incorporation Act 2023: appointment by the committee, qualifications and residency, removal and vacancy, notice of changes within one month, powers including contracting authority, the duties of care and good faith, material interests and the offence of serious breach.
Read the answer →Members
Liability of members, their rights and votes, meetings, written resolutions, expulsion, and the member register.
Are Members Liable for an Incorporated Association’s Debts?
Limited liability of members under section 61 of PNG's Associations Incorporation Act 2023: no liability for debts or winding-up costs by reason of membership, liability the rules may impose, shadow committee members, personal guarantees, section 19 misdescription, unincorporated associations compared, and what creditors can reach.
Read the answer → No. 33What Rights Do Members of an Incorporated Association Have?
Members' rights under PNG's Associations Incorporation Act 2023: the reserved powers in section 62, voting, requisitioning special meetings, inspection of records and information requests, suing committee members, compliance orders and injunctions, the rules as a contract, and what membership does not confer.
Read the answer → No. 34How Are Meetings of Members of an Association Held?
Meetings of members under sections 65 to 70 of PNG's Associations Incorporation Act 2023: rules on quorum and procedure, remote participation, the annual meeting and the 18-month rule, exemptions for public and member benefit associations, special meetings, 21 days' notice for special resolutions, the chairman's declaration, and court-ordered meetings.
Read the answer → No. 35Can Members of an Association Decide Without Holding a Meeting?
Written resolutions in lieu of a meeting under sections 68 and 69 of PNG's Associations Incorporation Act 2023: the 75 per cent of all votes threshold, higher majorities in the rules, no notice required, multiple documents and email, the 20-day lodgement, effect only on registration, member protection under section 48 and when a meeting is still better.
Read the answer → No. 36Can an Association Expel or Suspend a Member?
Expulsion and suspension of members under section 71 of PNG's Associations Incorporation Act 2023: the fair and reasonable procedure, 15 days' notice and a hearing, exceptions for member benefit associations and churches, temporary suspension of facilities, the one-year limit on court challenges, and natural justice in PNG case law.
Read the answer → No. 37What Is the Member Register, and Who Is Entitled to See It?
The member register under sections 87 to 89 of PNG's Associations Incorporation Act 2023: contents, five-year retention, evidential effect, correction of errors, rectification and compensation by the District Court, beneficial ownership disclosure to the Registrar, penalties, and inspection by members.
Read the answer →Records, reports and filings
Accounting records, the annual report, the annual return, financial statements and audit thresholds, inspection by members, the registered office, and service of documents.
What Accounting Records Must an Incorporated Association Keep?
Accounting records under sections 72 and 73 of PNG's Associations Incorporation Act 2023: the standard the records must meet, receipts by source, donor records above K10,000, spending details above K20,000, assets and liabilities, retail cash sales, seven-year retention, where to keep them, committee responsibility and penalties.
Read the answer → No. 39What Is the Annual Report of an Incorporated Association?
The annual report under sections 74 to 76 of PNG's Associations Incorporation Act 2023: who must prepare it, waivers and member benefit opt-outs, availability for inspection one month before the annual meeting, the twelve required contents including remuneration and donation disclosures, signing, extensions and penalties.
Read the answer → No. 40What Is the Annual Return, and When Is It Due?
The annual return under section 77 of PNG's Associations Incorporation Act 2023: the allocated month, contents and fee, filing financial statements with it, no return in the year of incorporation, approved alternative forms, the Registrar's power to update the register from it, penalties, removal after six months and restoration.
Read the answer → No. 41When Must an Association Prepare Audited Financial Statements?
Financial statements and audit under sections 78 to 83 of PNG's Associations Incorporation Act 2023: the three triggers (grants, revenue over K2 million, donations over K500,000), the four-month deadline, contents and true and fair view, the auditor's appointment, independence and report, member benefit opt-out, Registrar's waiver and penalties.
Read the answer → No. 42Can Members Inspect an Association’s Records and Demand Information?
Members' inspection and information rights under sections 84 to 86 of PNG's Associations Incorporation Act 2023: the nine categories of records, place, hours and copies, the written request for information, permitted refusals, charges, District Court orders and costs, and penalties for non-compliance.
Read the answer → No. 43What Is the Registered Office of an Association, and Can It Be Changed?
The registered office and postal address under sections 95 to 97 of PNG's Associations Incorporation Act 2023: what qualifies, the public accessibility rule, records kept there, changing the office by notice, the five-day rule, the Registrar's power to require a change, appeal, penalties and overseas associations.
Read the answer → No. 44How Are Documents Served on an Incorporated Association?
Service of documents under Part XIV (sections 136 to 141) of PNG's Associations Incorporation Act 2023: serving legal process and other documents on an association, on committee members and on members, notices by email, deemed receipt times, proof of service, the Registrar's methods, and the position of overseas associations.
Read the answer →Amalgamation, deregistration, winding-up and overseas associations
Amalgamating, removal from the register, voluntary deregistration, restoration, winding-up, surplus assets, and registering an overseas association or NGO.
Can Two Incorporated Associations Amalgamate?
Amalgamation of incorporated associations under sections 98 to 106 of PNG's Associations Incorporation Act 2023: special resolutions, the amalgamation proposal, notice to secured creditors and the public, the 30-day rule, registration, the certificate and its effect on property and liabilities, the public benefit safeguard, land titles and court orders for unfairly prejudiced members and creditors.
Read the answer → No. 46When Can an Association Be Removed From the Register?
Removal of an incorporated association from the register under sections 107 to 114 of PNG's Associations Incorporation Act 2023: the ten grounds, the annual return default, public notice and the 30-day objection window, applying to the National Court, the effect of removal on property and liabilities, and the Registrar's cancellation power.
Read the answer → No. 47How Do We Voluntarily Deregister Our Association?
Voluntary deregistration of a PNG incorporated association under sections 109 to 112 of the Associations Incorporation Act 2023: who may request removal, the two grounds, the prescribed form and third-party consents, public notice and the 30-day objection period, distributing surplus assets first, continuing liability, and when a formal winding up is needed instead.
Read the answer → No. 48How Is an Association Restored to the Register?
Restoration of a removed association under sections 115 to 118 of PNG's Associations Incorporation Act 2023: administrative restoration within two years after annual return default, who may apply, waiver of outstanding returns, National Court restoration on other grounds, conditions and directions, effect of restoration and revesting of property.
Read the answer → No. 49How Is an Incorporated Association Wound Up?
Winding up an incorporated association under section 142 of PNG's Associations Incorporation Act 2023 and Part XVIII of the Companies Act 1997: members' voluntary liquidation by special resolution, court appointment of a liquidator, the liquidator's powers and duties, creditors' claims, committee members' liability, completion, removal from the register and the alternatives.
Read the answer → No. 50What Happens to Surplus Assets When an Association Is Wound Up?
Surplus assets on winding up under section 143 of PNG's Associations Incorporation Act 2023: the definition, the two-thirds members' resolution, the National Court's control, the public benefit rule, trust property, what the rules should say, the ban on distribution to members and the position on voluntary deregistration.
Read the answer → No. 51How Does an Overseas Association or NGO Register in Papua New Guinea?
Registration of overseas associations and international NGOs under Part XIII of PNG's Associations Incorporation Act 2023: what counts as conducting operations, the daily penalty, the name rule, the application, annual returns, accounts, agents, registered office, removal and restoration, and the transition for bodies registered under the 1966 Act or as overseas companies.
Read the answer →The Registrar, offences and transition
The Registrar's powers, offences and penalties, re-registration of existing associations, and what the Regulation prescribes.
What Powers Does the Registrar Have Over Incorporated Associations?
The Registrar's powers under Part XVI of PNG's Associations Incorporation Act 2023: keeping the register, rejecting documents, rectification, requiring information (s 152), inspection and seizure of records (s 154), disclosure limits, extension of time, special cases (s 160), prosecutions and costs, immunity, and the 15-working-day appeal to the National Court under s 157.
Read the answer → No. 53What Offences and Penalties Does the Associations Incorporation Act 2023 Create?
Every offence and penalty in PNG's Associations Incorporation Act 2023 in one table: filing defaults, committee member and public officer duties, records and reporting, member register and beneficial ownership, overseas associations, obstruction of the Registrar, false statements, fraud and falsification, plus who is liable, defences, prosecution by the Registrar and the draft Regulation's K50,000 general penalty.
Read the answer → No. 54Do Existing Associations Have to Re-register Under the 2023 Act?
Re-registration of existing associations under Part XVII of PNG's Associations Incorporation Act 2023: who must re-register, the one-year deadline from commencement, the application and fee, rules and the Schedule, the certificate's effect, removal for failing to apply, restoration within two years, court orders within five years, incomplete liquidations, the repeal of the 1966 Act and what to do now.
Read the answer → No. 55What Does the Associations Incorporation Regulation Prescribe?
What PNG's draft Associations Incorporation Regulation 2026 (8 May 2026) prescribes under the Associations Incorporation Act 2023: online registry filing, paper standards, one-month filing rule, Forms 1 and 2, client accounts, the K500,000 donations and K2 million revenue thresholds, K150,000 employee threshold, K50,000 general penalty, overseas association documents, certified translations, email and repeal of the 1966 Regulation.
Read the answer →Acts are amended, and figures and time limits change. Every article names the sections it relies on so you can read them. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.