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Unit trust
More than a hundred questions and answers on unit trusts and managed investment schemes in Papua New Guinea under the Capital Market Act 2015 and the Securities Commission Act 2015: how a unit trust works, how to invest and withdraw, the trustee’s duties, registration and the trust deed, unit holders’ meetings, prospectuses, licensing of fund managers and dealers, winding up, the Securities Commission’s powers, market misconduct and the Pacific Balance Fund cases.
A unit trust pools the money of many investors under a trustee, who holds it for them and invests it according to a registered trust deed. Papua New Guinea has had unit trusts since the 1990s, but the law that governs them was rewritten in 2015. The Capital Market Act 2015, in operation since 15 December 2017, regulates the schemes themselves, the trustees and fund managers who run them, the prospectuses that offer units, and the markets on which units may be listed. The Securities Commission Act 2015, overhauled by a 2023 amendment, establishes the Securities Commission of Papua New Guinea as the regulator and gives it powers of licensing, investigation, examination, inquiry and prosecution. This series works through both Acts question by question in plain language, for investors, trustees, fund managers, directors and their advisers, and ends with the National and Supreme Court decisions on the Pacific Balance Fund that show the law at work.
Jump to a subject
104 questions and answers, grouped by subject.
- What a unit trust is — 9 questions
- Investing in a unit trust — 11 questions
- The trustee — 11 questions
- Registration and the trust deed — 8 questions
- Meetings of unit holders — 8 questions
- Offering units and prospectuses — 11 questions
- Licensing fund managers and dealers — 12 questions
- Winding up and deregistration — 5 questions
- The Securities Commission — 11 questions
- Market misconduct and offences — 8 questions
- Listed schemes and the market — 5 questions
- Cases explained — 5 questions
What a unit trust is
What a unit trust and a managed investment scheme are, the types of fund the Act recognises, who regulates them, the 2015 Acts and what they replaced, and how a unit trust differs from a company or a superannuation fund.
What Is a Unit Trust in Papua New Guinea?
What a unit trust is under PNG's Capital Market Act 2015: the pooled fund, the trustee, units and unit holders, scheme property, the trust deed, registration with the Securities Commission, how it differs from a bank deposit or shares, and the Pacific Balance Fund as the long-standing example.
Read the answer → No. 2How Does a Unit Trust Work in Papua New Guinea?
How a PNG unit trust works under the Capital Market Act 2015: the trustee, fund manager, units, scheme property, trust deed, register of unit holders, distributions and redemption of units, with the sections (ss 183-194, 250, 257) that govern each step.
Read the answer → No. 3What Is a Managed Investment Scheme in Papua New Guinea?
What a managed investment scheme is under PNG's Capital Market Act 2015: the three-part definition in s 2, how it overlaps with a unit trust scheme, what is excluded, when registration is compulsory under s 187, and examples such as property trusts and landowner funds.
Read the answer → No. 4What Types of Unit Trust and Managed Fund Does PNG Law Recognise?
The nine types of unit trust and managed fund listed in s 210(2) of PNG's Capital Market Act 2015, what each one invests in, the risk it carries, and why the trust deed must state the specific nature of the scheme.
Read the answer → No. 5Who Regulates Unit Trusts in Papua New Guinea?
Who regulates unit trusts in PNG: the Securities Commission under the Securities Commission Act 2015 and Capital Market Act 2015, plus the Bank of PNG, PNGX, the Registrar of Companies and the Internal Revenue Commission, and what each one does.
Read the answer → No. 6What Are the Capital Market Act and Securities Commission Act 2015 in Papua New Guinea?
An overview of PNG's Capital Market Act 2015 and Securities Commission Act 2015: what each Part covers, when they commenced, the 2023 amendment that restructured the Securities Commission, and how the Central Depositories Act 2015 fits in.
Read the answer → No. 7What Changed When the Securities Act 1997 Was Replaced in Papua New Guinea?
What changed in PNG when the Securities Act 1997 was repealed by the Securities Commission Act 2015 and replaced by the Capital Market Act 2015: licensing, the trustee as responsible entity, unit holder meetings, civil penalties, transitional rules and the Pacific Balance Fund dispute.
Read the answer → No. 8Is a Unit Trust the Same as a Company or a Superannuation Fund in Papua New Guinea?
How a PNG unit trust differs from a company, a superannuation fund, a savings and loan society and a bank deposit: the legal relationship, who regulates each under the Capital Market Act 2015 and other Acts, and what protects the investor.
Read the answer → No. 9What Is a Security or Capital Market Product Under PNG Law?
The definitions of securities, capital market product, debt security, equity security and derivative in s 2 of PNG's Capital Market Act 2015, why units in a unit trust are securities, and how the Minister and Securities Commission can prescribe new products under s 5.
Read the answer →Investing in a unit trust
How to invest, how units are priced, withdrawing and redeeming, liquid and non-liquid schemes, fees, tax, unit holders’ rights, death of a unit holder, complaints and how to spot an unlicensed scheme.
How Do I Invest in a Unit Trust in Papua New Guinea?
How to invest in a unit trust in PNG under the Capital Market Act 2015: check the Securities Commission's register, read the prospectus and deed, apply and pay into the trust account, entry in the register of unit holders, who may invest, and the 14-day withdrawal right.
Read the answer → No. 11How Are Units in a Unit Trust Priced and Valued in Papua New Guinea?
How unit prices are set and scheme assets valued in PNG under the Capital Market Act 2015: the deed's pricing rule (s 210), regular valuation (s 191), the three methods in s 242, net asset value, entry and exit prices, and the buy-back price rule in s 321.
Read the answer → No. 12How Do I Withdraw or Redeem Units From a Unit Trust in Papua New Guinea?
How to withdraw or redeem units from a unit trust in PNG under s 257 of the Capital Market Act 2015: deed procedures, the liquid and non-liquid distinction, the trustee's penalties for irregular withdrawals, fairness to all members under s 210, and selling listed units on PNGX instead.
Read the answer → No. 13What Is a Liquid and a Non-Liquid Scheme in Papua New Guinea?
The 80 percent liquidity test in s 257 of PNG's Capital Market Act 2015 explained: what counts as a liquid asset, how a scheme moves between liquid and non-liquid, why the classification controls redemption rights, and what it means for property trusts and share funds.
Read the answer → No. 14What Is a Withdrawal Offer in a Non-Liquid Scheme in Papua New Guinea?
Withdrawal offers in non-liquid unit trusts under ss 258-261 of PNG's Capital Market Act 2015: what the offer must contain, the 21-day minimum, one offer at a time, the pro rata formula, payment within 21 days of closing, cancellation and lodging with the Securities Commission.
Read the answer → No. 15What Fees Can a Unit Trust Charge in Papua New Guinea?
What fees a unit trust may charge in PNG under the Capital Market Act 2015: fees must be in the deed and earned by proper performance (s 210(3)), increases need a two-thirds resolution (s 211(6)), the Pacific Balance Fund fee findings, and what to look for in a prospectus.
Read the answer → No. 16Are Unit Trust Distributions Taxed in Papua New Guinea?
How unit trust income and distributions are taxed in PNG: trustee-level assessment under ss 136A-136C of the Income Tax Act 1959, the 30 percent rate, unit trust dividends excluded from 15 percent withholding tax, the People's Unit Trust Act 2002, and why to confirm with the IRC.
Read the answer → No. 17What Rights Does a Unit Holder Have in Papua New Guinea?
A unit holder's rights in PNG under the Capital Market Act 2015: enforcing the deed, information and register rights, meetings and one vote per unit, removing the trustee, withdrawal, complaints, suing within six years, court orders and the Securities Commission suing on your behalf.
Read the answer → No. 18What Happens to Units When a Unit Holder Dies in Papua New Guinea?
What happens to unit trust holdings on death in PNG under s 255 of the Capital Market Act 2015: registration of the executor or administrator, marking units as held on trust, the no-notice-of-trust rule, joint holdings, probate and letters of administration, proxies and pending transactions.
Read the answer → No. 19How Do I Complain About a Unit Trust or Its Trustee in Papua New Guinea?
How to complain about a unit trust or its trustee in PNG: the deed's complaints procedure, the trustee's duty to self-report, confidential complaints to the Securities Commission, penalties and restitution under the Capital Market Act 2015, and suing within six years under s 262.
Read the answer → No. 20How Do I Spot an Unlicensed or Fraudulent Investment Scheme in Papua New Guinea?
How to spot an unlicensed or fraudulent investment scheme in PNG under the Capital Market Act 2015: licence and registration (ss 34, 184), the prospectus rule (s 128), cold calling (s 151), misuse of titles, fraudulent inducement, voidable contracts and a practical checklist.
Read the answer →The trustee
Who can be trustee, the trustee’s and its officers’ duties, trust accounts and custody of scheme assets, the trustee and the fund manager, changing the trustee, interim trustees and suing the trustee.
Who Can Be the Trustee of a Unit Trust in Papua New Guinea?
Who may act as trustee of a unit trust in PNG under the Capital Market Act 2015: the corporation and licence requirements in ss 184 and 189, how a capital market licence is obtained and renewed, fit and proper directors, Commission guidelines, and the history from the Securities Act 1997.
Read the answer → No. 22What Duties Does a Unit Trust Trustee Owe in Papua New Guinea?
The duties a unit trust trustee owes in PNG under s 191 of the Capital Market Act 2015: honesty, care, loyalty to members, fair treatment, separation and valuation of scheme property, reporting breaches to the Securities Commission, the K10 million penalty, and how general trust law fits in.
Read the answer → No. 23What Duties Do the Officers and Employees of a Unit Trust Trustee Owe in Papua New Guinea?
Personal duties of directors, officers and employees of a unit trust trustee in PNG under s 192 of the Capital Market Act 2015, the deemed liability of directors under s 456, personal fines under ss 194 and 196, and how these sit with the Companies Act 1997.
Read the answer → No. 24How Must a Trustee Hold Scheme Money and Assets in Papua New Guinea?
How a unit trust trustee in PNG must hold scheme money and assets under ss 191, 193 and 194 of the Capital Market Act 2015: trust accounts, next-day banking, withdrawals, protection from creditors, outsourced managers, liens, penalties, and the 2019 ANZ v MTSL bank account dispute.
Read the answer → No. 25What Is the Difference Between a Trustee and a Fund Manager in Papua New Guinea?
Trustee versus fund manager in a PNG unit trust under the Capital Market Act 2015: the trustee as responsible entity (s 189), outsourcing and liability for agents (s 190), the ban on managers holding assets (s 193), fund management licensing, and how the Pacific Balance Fund model changed.
Read the answer → No. 26Can a Trustee Buy Units in Its Own Scheme in Papua New Guinea?
Whether a unit trust trustee in PNG may buy units in its own scheme: the three conditions in s 197 of the Capital Market Act 2015, Commission approval, the voting ban on the trustee and its associates under s 241, who counts as an associated person under s 3, and the conflict rules in s 191.
Read the answer → No. 27How Is the Trustee of a Unit Trust Changed in Papua New Guinea?
How the trustee of a unit trust is changed in PNG under ss 198 to 207 of the Capital Market Act 2015: the Commission's record of registration, retirement, removal by members, interim trustees appointed by the Commission or the Court, handover of books, and transfer of rights and liabilities.
Read the answer → No. 28What Is an Interim Trustee in Papua New Guinea?
What an interim trustee of a unit trust is in PNG under ss 202 to 204 of the Capital Market Act 2015: appointment by the Securities Commission within 12 hours or by the National Court, the three-month meeting duty, extensions, becoming permanent, and the 2023 Pacific Balance Fund case.
Read the answer → No. 29Can Unit Holders Remove the Trustee in Papua New Guinea?
How unit holders remove the trustee of a unit trust in PNG under s 201 of the Capital Market Act 2015: requisitioning a meeting, the resolution, a consenting licensed replacement, notice to the Securities Commission, the winding-up trap in s 268, and the 2006 Pacific Balance Fund removal.
Read the answer → No. 30What Happens to Contracts and Liabilities When the Trustee Changes in Papua New Guinea?
What happens to a unit trust's contracts and liabilities when the trustee changes in PNG under ss 205 to 207 of the Capital Market Act 2015: statutory transfer, the former trustee's fees and indemnity, liabilities that stay behind, documents, titles and bank accounts.
Read the answer → No. 31Can a Unit Holder Sue the Trustee for Losses in Papua New Guinea?
How a unit holder sues the trustee of a unit trust for losses in PNG: the six-year action in s 262 of the Capital Market Act 2015, court orders under s 256, liability for agents, enforcing the deed, prospectus claims under s 446, Commission recovery actions and representative proceedings.
Read the answer →Registration and the trust deed
When a scheme must be registered, how registration works, what the trust deed must contain, approval and amendment of the deed, unregistered schemes and exemptions.
Does a Unit Trust Have to Be Registered With the Securities Commission in PNG?
When a unit trust or managed investment scheme must be registered with PNG's Securities Commission under ss 184 and 187 of the Capital Market Act 2015: the 20-member threshold, professional promoters, closely related schemes, counting members, who operates a scheme and the K10 million penalty.
Read the answer → No. 33How Is a Unit Trust Registered in Papua New Guinea?
Step-by-step guide to registering a unit trust or managed investment scheme with PNG's Securities Commission under ss 185–186 and 208–209 of the Capital Market Act 2015: the licensed trustee, the deed, the directors' statement, the 21-day decision, the Registrar of Companies and the prospectus.
Read the answer → No. 34What Must a Unit Trust Deed Contain in Papua New Guinea?
What a unit trust deed must contain under s 210 of PNG's Capital Market Act 2015: unit pricing, investment powers, complaints, winding up, scheme type, trustee fees and indemnity, borrowing powers, withdrawal rights and fairness, and the Securities Commission's power to add requirements.
Read the answer → No. 35How Is a Unit Trust Deed Approved and Registered in Papua New Guinea?
How the Securities Commission approves and registers a unit trust deed under ss 208 and 209 of PNG's Capital Market Act 2015: submission, approval with revisions or conditions, grounds of refusal, no effect until registered, lodgement with the Registrar of Companies and the prospectus link.
Read the answer → No. 36How Is a Unit Trust Deed Amended in Papua New Guinea?
How a unit trust deed is amended under s 211 of PNG's Capital Market Act 2015: the supplementary deed, Securities Commission approval, the two-thirds unit holders' resolution or trustee certificate, fee increases, the Commission's power to demand a vote, and the offence.
Read the answer → No. 37Is a Unit Trust Deed Enforceable by Unit Holders in Papua New Guinea?
Whether unit holders can enforce a unit trust deed in PNG: s 212 of the Capital Market Act 2015, damages under s 262, court orders under s 256, trust and contract law, the trustee's responsibility for agents under s 190(3), and the Pacific Balance Fund cases on removing the manager.
Read the answer → No. 38What Happens if an Investment Scheme Operates Without Registration in PNG?
Consequences of running an unregistered unit trust or managed investment scheme in PNG under the Capital Market Act 2015: the s 184 penalty, winding up under s 188, personal liability of promoters and officers, voidable contracts under s 263, custody offences and investigation powers.
Read the answer → No. 39Can the Securities Commission Exempt a Scheme From the Capital Market Act in PNG?
The Securities Commission's power to exempt a unit trust or managed investment scheme from PNG's Capital Market Act 2015: s 274 exemption and modification orders, Gazette publication, s 39 of the Securities Commission Act, prospectus relief under s 131(3), regulations and Oil Search v Tongayu.
Read the answer →Meetings of unit holders
Calling meetings, members’ requests, notice, members’ resolutions, special resolutions, proxies, voting, polls, quorum and minutes.
How Are Meetings of Unit Holders Called in Papua New Guinea?
Who can call a meeting of unit holders under PNG's Capital Market Act 2015: the trustee, members holding 10% of votes or 100 members, members acting for themselves, and the National Court; time, place, technology, chairing, and the Pacific Balance Fund meeting of 14 July 2006.
Read the answer → No. 41Can Unit Holders Require the Trustee to Call a Meeting in Papua New Guinea?
How unit holders force a meeting under ss 214–215 of PNG's Capital Market Act 2015: the 10% or 100-member threshold, what the request must contain, the 21-day and two-month deadlines, distribution of the members' statement, expenses, and the treble repayment penalty when the trustee fails to act.
Read the answer → No. 42What Notice Must Be Given of a Unit Holders’ Meeting in Papua New Guinea?
Notice of unit holders' meetings under ss 218–222 of PNG's Capital Market Act 2015: the 21-day minimum, who must be notified, post, fax and email service and deemed receipt, the auditor's rights, what the notice must say about business, special resolutions and proxies, and adjourned meetings.
Read the answer → No. 43Can Unit Holders Put Their Own Resolutions to a Meeting in Papua New Guinea?
Members' resolutions and statements under ss 223–225 of PNG's Capital Market Act 2015: the 10% or 100-member threshold, the special-resolution or trustee-removal limit, the two-month rule, who pays, the 1,000-word exception, and a worked example of replacing the trustee.
Read the answer → No. 44What Is a Special Resolution of Unit Holders in Papua New Guinea?
Special resolutions of unit holders under PNG's Capital Market Act 2015: the 75% by value definition in s 2(1), when one is required, the poll rule in s 245, the tension with the 50% rule in s 245(3), the two-thirds rule for deed changes in s 211(4), and how company special resolutions compare.
Read the answer → No. 45How Do Proxies Work at Unit Holder Meetings in Papua New Guinea?
Proxies at unit holders' meetings under ss 232–238 of PNG's Capital Market Act 2015: who may appoint, one or two proxies, the proxy's rights, a valid appointment form, the 48-hour deadline, directed votes, validity after death or revocation, and body corporate representatives.
Read the answer → No. 46How Is Voting Conducted at a Unit Holders’ Meeting in Papua New Guinea?
Voting at unit holders' meetings under PNG's Capital Market Act 2015 (ss 228–231, 239–247): one vote per unit, the 50% quorum, the chair, the auditor, show of hands versus poll, demanding a poll, the trustee's voting ban, joint holdings, valuing units, objections, split votes and adjournments.
Read the answer → No. 47What Records of Meetings Must a Unit Trust Trustee Keep in Papua New Guinea?
Minutes and the register of unit holders under ss 248–254 of PNG's Capital Market Act 2015: the one-month rule, where minute books are kept, members' inspection and copies, register contents, seven-year retention, closure, extracts, branch registers, Court rectification and penalties.
Read the answer →Offering units and prospectuses
When a prospectus is needed, what it must contain, approval, supplementary prospectuses, advertising, excluded offers, liability for false statements, defences, stop orders, cold calling and listing units.
When Is a Prospectus Required to Offer Units in Papua New Guinea?
When PNG law requires a prospectus to offer units in a unit trust: s 128 of the Capital Market Act 2015, what counts as a prospectus and an offer, application forms, unformed schemes, deemed prospectuses on resale, the penalty and the excluded offers.
Read the answer → No. 49What Must a Prospectus Contain in Papua New Guinea?
What a unit trust prospectus must contain under PNG's Capital Market Act 2015: the formal statements in s 131, the general duty of disclosure in s 132, whose knowledge counts, expert consents under s 140, relief orders and a practical reading guide for investors.
Read the answer → No. 50How Does the Securities Commission Approve a Prospectus in Papua New Guinea?
How a unit trust prospectus is approved and registered in PNG under ss 128-131 of the Capital Market Act 2015: documents required, grounds for refusal, trustee conditions, consents and contracts open to inspection, lodgement with the Registrar, and why approval is not a recommendation.
Read the answer → No. 51What Is a Supplementary or Replacement Prospectus in Papua New Guinea?
Supplementary and replacement prospectuses under ss 134-135 of PNG's Capital Market Act 2015: what triggers them, timing, bold-type labelling, lodgement, the applicant's 14-day right to withdraw and be refunded, relief orders and penalties.
Read the answer → No. 52What Are the Rules on Advertising an Offer of Units in Papua New Guinea?
The advertising rules for offers of units and other securities in PNG under s 137 of the Capital Market Act 2015: the prohibition, pre-approval tombstone notices, post-approval notices, preliminary prospectuses, exempt reports and news, stop directions and penalties.
Read the answer → No. 53Which Offers Are Excluded From the Prospectus Rules in Papua New Guinea?
Which offers of units and other securities are excluded from PNG's prospectus rules under ss 125-127 and Schedules 6 and 7 of the Capital Market Act 2015: the K250,000 threshold, institutional investors, offshore offers, private companies and information memoranda.
Read the answer → No. 54Who Is Liable for a False or Misleading Prospectus in Papua New Guinea?
Who is liable for a false or misleading prospectus in PNG under the Capital Market Act 2015: the s 142 offence, civil recovery under s 144 from the issuer, directors, promoters, advisers and experts, s 145 misleading conduct, the six-year limit, void exclusion clauses and Commission penalties.
Read the answer → No. 55What Defences Are There to Prospectus Liability in Papua New Guinea?
The defences to prospectus liability under ss 146-150 of PNG's Capital Market Act 2015: due diligence, reliance on an expert, reliance on a public official statement, withdrawal of consent, form and context, plus the s 120(2) defence and the position of the Commission and Registrar.
Read the answer → No. 56What Is a Stop Order in Papua New Guinea?
What a stop order is under s 141 of PNG's Capital Market Act 2015: the grounds, the hearing, interim orders of 21 days, treating the prospectus as unregistered, refunds with 10% interest, void issues, the bar once securities are listed and trading, and how it differs from revoking a s 116 approval.
Read the answer → No. 57Can Someone Cold Call Me to Sell Securities in Papua New Guinea?
Whether cold calling to sell shares or units is legal in PNG: the s 151 ban on unsolicited invitations, offers and recommendations in the Capital Market Act 2015, its exceptions for licensed persons, trustees and prospectus offers, the penalty and fraudulent inducement under s 302.
Read the answer → No. 58What Approvals Are Needed to List Units on PNGX in Papua New Guinea?
Approvals needed to list units of a unit trust on PNGX in PNG: Securities Commission approval under ss 116-119 of the Capital Market Act 2015, conditions and revocation, trust accounts for application money, the s 139 three-day and six-week rules and Oil Search v Tongayu.
Read the answer →Licensing fund managers and dealers
Who needs a capital market licence, regulated activities, representatives, exemptions, applying, refusal, fit and proper directors, revocation, appeals, client money, conduct rules and audit.
Who Needs a Capital Market Licence in Papua New Guinea?
Who must hold a capital market licence under PNG's Capital Market Act 2015: the s 34 test of carrying on a business in a regulated activity, registered persons, Schedule 3 exemptions, trustees of unit trusts, and the K10 million penalty for unlicensed business.
Read the answer → No. 60What Are the Regulated Activities Under the Capital Market Act in Papua New Guinea?
The six regulated activities in Schedule 2 of PNG's Capital Market Act 2015 explained: dealing in securities, trading in derivatives, fund management, advising on corporate finance, investment advice and financial planning, with the statutory definition of each and examples.
Read the answer → No. 61What Is a Capital Market Representative’s Licence in Papua New Guinea?
The capital market representative's licence under PNG's Capital Market Act 2015: who needs one, the s 35 penalty, how the licence is tied to a principal firm, refusal grounds including qualifications, variation when changing employer, and the firm's deemed liability for its representatives.
Read the answer → No. 62Who Is Exempt From Holding a Capital Market Licence in Papua New Guinea?
Exemptions from capital market licensing under PNG's Capital Market Act 2015: the Schedule 3 specified persons (lawyers, accountants, valuers, newspapers, own-account dealers, statutory corporations, liquidators, insurers) and the Schedule 4 registered persons regime for banks under s 52.
Read the answer → No. 63How Do I Apply for a Capital Market Licence in Papua New Guinea?
How to apply for a capital market licence under PNG's Capital Market Act 2015: the s 36 application and Commission inquiry, fees and renewal deadlines, conditions under s 37, minimum financial requirements, the twelve-month term, the s 46 deposit or insurance, and penalties for false statements.
Read the answer → No. 64On What Grounds Can the Securities Commission Refuse a Capital Market Licence in Papua New Guinea?
The grounds on which PNG's Securities Commission may refuse a capital market licence or representative's licence under ss 40 and 41 of the Capital Market Act 2015, the s 42 inquiry into past dealings, the right to be heard on variations, and the 14-day appeal to the National Court.
Read the answer → No. 65Who Can Be a Director or Chief Executive of a Licensed Capital Market Firm in Papua New Guinea?
Who may be a director or chief executive of a licensed capital market firm in PNG under s 51 of the Capital Market Act 2015: the fit and proper test, Commission approval of the CEO, notification duties, disqualification, directed removal, and deemed personal liability of officers under s 456.
Read the answer → No. 66When Can a Capital Market Licence Be Revoked or Suspended in Papua New Guinea?
When PNG's Securities Commission can revoke, suspend or restrict a capital market licence under s 48 of the Capital Market Act 2015: grounds, the right to be heard, s 48(6) restrictions, effect on contracts, surrender, and the Pacific Balance Fund trustee's 2019 and 2023 cases.
Read the answer → No. 67How Do I Appeal a Licensing Decision of the Securities Commission in Papua New Guinea?
How to appeal a licensing decision of PNG's Securities Commission under s 56 of the Capital Market Act 2015: the 14-day limit, the National Court's powers, immediate effect and restraining orders, the 2023 MTSL ruling on stays, and review under the Securities Commission Act.
Read the answer → No. 68How Must a Licensed Firm Handle Client Money in Papua New Guinea?
Client money rules for licensed firms under ss 86 to 102 of PNG's Capital Market Act 2015: trust accounts, next-day deposit, permitted withdrawals, protection from the firm's creditors, custodians for fund managers, segregated derivatives accounts, and the Commission's protective powers.
Read the answer → No. 69What Conduct Rules Apply to Licensed Dealers and Advisers in Papua New Guinea?
Conduct rules for licensed dealers, fund managers and advisers under ss 58 to 75 of PNG's Capital Market Act 2015: the register of securities interests, disclosure of interests, reasonable-basis recommendations, client order priority, dealing as principal, the short-selling ban and penalties.
Read the answer → No. 70What Audit and Record-Keeping Rules Apply to Licensed Capital Market Firms in Papua New Guinea?
Audit and record-keeping duties of licensed capital market firms under PNG's Capital Market Act 2015 and Securities Commission Act 2015: books, seven-year retention, the annual auditor's report, auditors' duty to report to the Commission, Commission-appointed auditors, examinations and penalties.
Read the answer →Winding up and deregistration
How a scheme is wound up, court-ordered winding up, unclaimed money, deregistration and reinstatement.
How Is a Unit Trust Wound Up in Papua New Guinea?
How a unit trust or managed investment scheme is wound up in PNG under ss 264 to 270 of the Capital Market Act 2015: winding up required by the deed, by members' special resolution, by the trustee when the purpose is accomplished, the 28-day notice, no new units, and distribution of scheme property.
Read the answer → No. 72Can the Court Order a Unit Trust to Be Wound Up in Papua New Guinea?
When PNG's National Court can order a unit trust to be wound up under ss 267 and 269 of the Capital Market Act 2015: the just and equitable ground, unsatisfied execution, who may apply, Court-appointed persons, unregistered schemes, protective orders and winding up the trustee company.
Read the answer → No. 73What Happens to Unclaimed Money When a Unit Trust Is Wound Up in Papua New Guinea?
What happens in PNG to unclaimed or undistributed money and property when a unit trust is wound up: payment to the Securities Commission under s 270 of the Capital Market Act 2015, Commission guidelines, how unit holders and executors claim, and the register of unit holders.
Read the answer → No. 74How Is a Unit Trust Deregistered in Papua New Guinea?
How a unit trust is deregistered in PNG under ss 271 and 272 of the Capital Market Act 2015: voluntary deregistration conditions, newspaper and Gazette notices, the one-month period, the Securities Commission's grounds for deregistration, notice to trustee and members, and the two-month period.
Read the answer → No. 75Can a Deregistered Unit Trust Be Reinstated in Papua New Guinea?
How a deregistered unit trust can be reinstated in PNG under s 273 of the Capital Market Act 2015: reinstatement by the Securities Commission, National Court orders on the application of an aggrieved person, directions, Gazette notice, and the risk of operating a deregistered scheme.
Read the answer →The Securities Commission
What the Securities Commission is, its Board and chief executive, powers, investigations, examinations, searches, inquiries, administrative penalties, court orders, challenging decisions and funding.
What Is the Securities Commission of Papua New Guinea?
What the Securities Commission of Papua New Guinea is under the Securities Commission Act 2015: its history from the IPA, its status as a body corporate, its independence, its objectives and functions, the three securities laws it administers and how it relates to the Bank of PNG, IPA and PNGX.
Read the answer → No. 77How Is the Securities Commission of Papua New Guinea Governed?
How PNG's Securities Commission is governed after the 2023 amendment to the Securities Commission Act 2015: the seven-member Board, appointment and disqualification of members, the Chairman, quorum, the Chief Executive Officer and Directors, and why the old Executive Chairman model was replaced.
Read the answer → No. 78What Powers Does the Securities Commission of Papua New Guinea Have?
The powers of PNG's Securities Commission under the Securities Commission Act 2015 ss 38-42 and the Capital Market Act 2015: rules, guidelines and class orders, fees, exemptions, directions to banks, case stated, foreign cooperation, surveillance of trustees and systemic risk directives.
Read the answer → No. 79How Does the Securities Commission of Papua New Guinea Investigate?
How PNG's Securities Commission investigates under Part V of the Securities Commission Act 2015: the s 54 trigger, Investigating Officers, powers of entry, inspection and seizure, seized property, the final report and who may receive it, recovery of expenses and enforceable undertakings.
Read the answer → No. 80Can the Securities Commission Examine Me Under Oath in Papua New Guinea?
Compulsory examination by PNG's Securities Commission under ss 66-71 of the Securities Commission Act 2015: notice to appear, duty to answer with no privilege against self-incrimination, private hearings, lawyers, signed statements, admissibility under ss 85-90 and the Constitution s 37 question.
Read the answer → No. 81Can the Securities Commission Search Premises or Seize Passports in Papua New Guinea?
Search, seizure, passport surrender and detention powers of PNG's Securities Commission under ss 60-62, 95, 108 and 109 of the Securities Commission Act 2015, the 2023 repeal of s 60(5), and the constitutional limits in ss 42 and 44 of the Constitution.
Read the answer → No. 82How Does a Securities Commission Inquiry Work in Papua New Guinea?
How a Securities Commission inquiry works in PNG under ss 72-82 of the Securities Commission Act 2015: notice and terms of reference, public or private hearings, who may attend, summonses and evidence on oath, natural justice, questions of law, reports to Parliament and offences under ss 93 and 96.
Read the answer → No. 83What Administrative Penalties Can the Securities Commission Impose in Papua New Guinea?
Administrative penalties PNG's Securities Commission can impose under ss 443-445 and 466 of the Capital Market Act 2015: fines up to K5m and K10m, directions, reprimands, restitution, moratoria and public statements, the right to be heard, recovery as a civil debt and where unclaimed money goes.
Read the answer → No. 84What Orders Can the National Court Make on the Securities Commission’s Application in Papua New Guinea?
Orders the National Court can make on PNG's Securities Commission's application under ss 449-450 of the Capital Market Act 2015 and the Securities Commission Act 2015: injunctions, asset freezes, receivers, vesting, removal of directors, restitution, winding up and recovery for unit holders.
Read the answer → No. 85How Do I Challenge a Decision of the Securities Commission in Papua New Guinea?
How to challenge a PNG Securities Commission decision: Board review under s 111 of the Securities Commission Act 2015, appeal on a question of law under s 114, licensing appeals within 14 days under s 56 of the Capital Market Act 2015, judicial review, and the MTSL and Oil Search cases.
Read the answer → No. 86How Is the Securities Commission of Papua New Guinea Funded?
How PNG's Securities Commission is funded under ss 43-53 of the Securities Commission Act 2015: the Fund, transaction levies, licence fees and compounding money under the Capital Market Act 2015, accounts and audit, borrowing, investment and the Capital Market Development Fund.
Read the answer →Market misconduct and offences
Market manipulation, insider trading and its defences, false statements, civil recovery, the offences and penalties table, directors’ liability and compounding.
What Is Market Manipulation Under PNG Law?
Market manipulation under PNG's Capital Market Act 2015: false trading, wash sales and matched orders, market rigging, stock market manipulation, dissemination offences, the K10 million or ten-year penalty, defences, derivatives offences and the Act's reach beyond Papua New Guinea.
Read the answer → No. 88What Is Insider Trading Under PNG Law?
Insider trading in PNG under Division 2 of Part VII of the Capital Market Act 2015: who is an information insider, material and generally available information, the trading and tipping prohibitions, the K10 million penalty, procuring, suspended trading, burden of proof and corporate knowledge.
Read the answer → No. 89What Are the Defences to Insider Trading in PNG?
The statutory defences to insider trading in PNG under ss 314-322 of the Capital Market Act 2015: Chinese walls for corporations and partnerships, underwriting, takeovers, clearing houses, own intentions, unsolicited dealer transactions, unit trust redemptions and parity of information.
Read the answer → No. 90Is It an Offence to Make False Statements About Securities in PNG?
False statements about securities in PNG: ss 301-303 of the Capital Market Act 2015, false statements to the Securities Commission (s 120), false prospectuses (s 142), false reports and records (ss 457-458), lies to investigators (SC Act s 94), and how social media stock tips can be criminal.
Read the answer → No. 91Can Investors Recover Losses Caused by Market Misconduct in PNG?
How investors in PNG recover losses from market manipulation, false statements and insider trading under ss 323-325, 334-335, 446-447 and 463 of the Capital Market Act 2015: civil claims, the Commission's treble-damages action, civil penalties, 12-year limitation and compensation on conviction.
Read the answer → No. 92What Offences and Penalties Does the Capital Market Act Create in PNG?
Table of the main offences and maximum penalties under PNG's Capital Market Act 2015 and Securities Commission Act 2015: markets, licensing, client assets, prospectuses, unit trusts, takeovers, misconduct, disclosure, general penalties and the Public Prosecutor's consent.
Read the answer → No. 93Are Directors Personally Liable for a Company’s Securities Offences in PNG?
Personal liability of directors and officers for securities offences in PNG: the deeming rule in s 456 of the Capital Market Act 2015, shadow directors, employer liability, penalties for unit trust trustee directors, SC Act s 104, disqualification and fit and proper rules.
Read the answer → No. 94Can Securities Offences Be Compounded or Settled in PNG?
Compounding and settling securities offences in PNG: s 462 of the Capital Market Act 2015, the 2023 repeal of SC Act s 105, enforceable undertakings under SC Act s 92, administrative penalties and restitution (s 443), civil penalties (s 324) and the Public Prosecutor's consent to prosecute (s 464).
Read the answer →Listed schemes and the market
The stock exchange, the Takeovers Code, substantial holdings, the compensation fund and the central depository.
What Is the PNG Stock Exchange and How Is It Regulated?
How PNG's stock exchange (PNGX, formerly POMSoX) is approved and supervised under Part II of the Capital Market Act 2015: s 8 limits on stock markets, s 9 approval, membership, rule changes, public interest directors, duties, directions, closure, trading bans and clearing houses.
Read the answer → No. 96What Is the Takeovers Code in Papua New Guinea?
PNG's Takeovers Code under Part VI of the Capital Market Act 2015: the 33 percent control threshold, mandatory offers, Commission exemptions, restraining orders, National Court orders, pecuniary penalties, compulsory acquisition at 90 percent, and whether the Code reaches listed unit trusts.
Read the answer → No. 97What Is a Substantial Holding and When Must It Be Disclosed in PNG?
Substantial holding disclosure under Part XII of PNG's Capital Market Act 2015: the 5 percent threshold, one percent movement rule, relevant interests, tracing notices, exemptions, the listed corporation's annual disclosure, and directors' interests registers under Part X.
Read the answer → No. 98What Is the Capital Market Compensation Fund in PNG?
The Capital Market Compensation Fund under Part IX of PNG's Capital Market Act 2015: who must establish it, K20,000 and annual contributions, the K50 million cap, levies, claims for defalcation or broker insolvency, subrogation, insurance, and why it does not cover unit trust losses.
Read the answer → No. 99What Is a Central Depository in Papua New Guinea?
What a central depository is under PNG's Central Depositories Act 2015: approval by the Securities Commission, dematerialised securities, securities accounts and holding statements, depository agents and nominees, secrecy, the Guarantee Fund, offences, and how the Act applies to unit trust schemes.
Read the answer →Cases explained
The Pacific Balance Fund decisions in the Supreme and National Courts, and the Oil Search ruling on the Commission’s approvals.
What Did the Supreme Court Decide in Nasfund v Pacific Equities (2006)?
Nasfund v Pacific Equities [2006] PGSC 12; SC845 explained: how the Supreme Court let Pacific Balance Fund unit holders vote on removing their manager, what it said about trustees' and managers' duties, and what the case means under PNG's Capital Market Act 2015.
Read the answer → No. 101What Did the National Court Decide in Pacific Equities v Melanesian Trustee Services (2007)?
Pacific Equities v Melanesian Trustee Services [2007] PGNC 24; N3122 explained: why the National Court refused to stop the removal of the Pacific Balance Fund's manager, the injunction test applied, and what it means for unit holder meetings under PNG's Capital Market Act 2015.
Read the answer → No. 102What Did the National Court Decide in ANZ v Melanesian Trustee Services (2019)?
ANZ v Melanesian Trustee Services [2019] PGNC 100; N7805 explained: why the National Court refused to unfreeze the Pacific Balance Fund's bank accounts, the licence point, and what it means for trustees and unit holders under PNG's Capital Market Act 2015 and Securities Commission Act 2015.
Read the answer → No. 103What Did the National Court Decide in Melanesian Trustee Services v Securities Commission (2023)?
Melanesian Trustee Services v Securities Commission [2023] PGNC 356; N10524 explained: the Pacific Balance Fund licence revocation, the interim trustee, why no stay was available under s 56(3) of PNG's Capital Market Act 2015, and what it means for trustees and unit holders.
Read the answer → No. 104What Did Oil Search v Tongayu (2021) Decide About Who Was the Securities Commission Chairman?
Oil Search v Tongayu [2021] PGNC 22; N8785 explained: the fight over who was Chairman of PNG's Securities Commission, why the Oil Search approvals under the Capital Market Act 2015 stood, s 115 of the Securities Commission Act, and how the 2023 governance amendment answers the problem.
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.