Papua New Guinea

Company Formation

Incorporation of a Company

Any person, either alone or together with another person, may apply for the registration of a company in PNG, using company registration Forms 1, 2, 3, 4 & 6.
A proposed company must have the following:
• A name ending with “Limited” or “Ltd”;
• One or more shares;
• One or more shareholders; and
• One or more directors. (A company is not required to appoint a secretary).

Company Constitution
Under the Companies Act 1997 a company is no longer required to have a memorandum and articles of association. However, a proposed company may opt to have a constitution upon incorporation or at future date but it is not required to have one.

Company Names
A name must be reserved before a company can be registered under that name. A proposed company name, depending on whether it is available for reservation, can be reserved for a period of 3 months, by submitting a company Form 6 separately, within which the company must be registered by submitting Forms 1, 2, 3 & 4 (for new company incorporations) or a Form 7 to change the name of an existing company). Normally when you submit Forms 1, 2, 3, 4 & 6, the name reservation and company registration are processed together.

The reservation of a name process is essentially an “approval process”. The Registrar will not approve a name which:
• Would contravene any law;
• Is identical or similar to the name of another company or a reserved name;
• Is undesirable, misleading, deceptive or offensive;
• The Minister has directed the Registrar not to accept.

The Registrar will not register a company nor register a company change of name, unless the name has been reserved beforehand, or an application for reservation of the name is also attached.

The Registrar can direct a company a company to change its registered name if the name is one, which should not have been registered in the first place.

Change of Company Name
A company name can be changed by submitting a Form 6 and a Form 7 together with a certified copy of a notice of special resolution.

Overseas Incorporated Companies
An overseas company can be registered in PNG using a Form 46 – Application for Registration of an Overseas Company. The prescribed registration fee of an overseas company is the same as the fee for registering a non-citizen company, which is K500.

Download Forms
Form 1. Application to Register a Company (http://www.ipa.gov.pg/images/stories/forms/BRRD/form1.pdf)
Form 2. Consent of Director of Proposed Company (http://www.ipa.gov.pg/images/stories/forms/BRRD/form2.pdf)
Form 3. Consent of Secretary of Proposed Company (http://www.ipa.gov.pg/images/stories/forms/BRRD/form3.pdf)
Form 4. Consent of Shareholder of Proposed Company (http://www.ipa.gov.pg/images/stories/forms/BRRD/form4.pdf)
Form 6. Application for Reservation of a Company Name (http://www.ipa.gov.pg/images/stories/forms/BRRD/form6.pdf)
Form 7. Application to Change Name of a Company Name (http://www.ipa.gov.pg/images/stories/forms/BRRD/form7.pdf)
Form 46. Application for Registration of Overseas Company (http://www.ipa.gov.pg/images/stories/forms/BRRD/form46.pdf)