The incorporation of an association in Papua New Guinea is provided by the Associations Incorporation Act 1966 (the Act). You can find a copy here: http://www.paclii.org/pg/legis/consol_act/aia1966307/. The Investment Promotion Authority (IPA) is the governing body. It is important to note that at the date of this publication, the IPA is engaging in nationwide consultations on proposed changes to the Act.
| PART 1- OVER THE COUNTER REGISTRATION |
Step 1- Rules of Association
Prepare Rules of Association. You can either draft one yourself or use the model provided by IPA here: https://www.ipa.gov.pg/wp-content/uploads/Association-Constitution.pdf.
This will provide the basis for completing Step 2 next.
At this point, it will be handy to identify a Public Officer for the purpose of Step 5 later on.
Step 2- Form 1, Notice of Intention to Apply for Incorporation of an Association
Complete and submit Form 1. You can find a copy here: https://www.ipa.gov.pg/wp-content/uploads/Association-Form1.pdf
Once you have completed Form 1, prepare a cover letter indicating your email address if any and submit it over the counter at IPA- free of charge.
Once IPA receives it, you will be asked to wait for it to be processed and if successful, you will be issued a formal Notice of Intention to Apply for Incorporation of Association. This formal Notice will be dated and signed under seal by the Registrar.
If you provided your email address, the formal Notice will be sent to you via email. The estimated waiting period is 10 working days.
Step 3- Publication of formal Notice and 30-day Objection Period
Once you have received the formal Notice, you must arrange for it to be published in either of the two daily newspapers, i.e. the National or the Post Courier. The Notice must be published within six months of the date it was signed by the Registrar. If it is not, go back to Step 2 and start again.
On the publication date, you must obtain a copy of the full newspaper page showing the Notice and the newspaper date clearly. It is important to keep a clear copy of the publication because an Objection Period will run for 30 days from the date of publication.
During this Objection Period, any member of the public may object to incorporation, by writing a letter to the Registrar.
Given there are no successful objections, you may proceed to apply for incorporation. You must apply for incorporation within six months of the date of expiry of the objection period. If you do not, go back to Step 2 and start again.
Step 4- Application for Incorporation of an Association
Your application for incorporation will include the following:
- Form 2 Application for Incorporation of an Association. You can find a copy here https://www.ipa.gov.pg/wp-content/uploads/Association-Form2.pdf.
- Copy of the publication you have from Step 3.
- Statutory Declaration in respect of the publication in Step 3 and the Rules in Step 1. Attach a copy of each.
- Form 7 Notice of Passing of Special Resolution to which Section 9 Applies adopting the Rules in Step 1. You can find a copy here https://www.ipa.gov.pg/wp-content/uploads/Association-Form7.pdf.
- Proof of payment of K70.00 filing fee, either by bank cheque, deposit or card.
- A cover letter enclosing documents (a)-(e).
Once IPA receives it, you will be asked to wait for it to be processed and if successful, you will be issued a Certificate of Incorporation.
If you provided your email address, the Certificate will be sent to you via email. The estimated waiting period is 10 working days.
Step 5 – Appointment of Public Officer
Once you have received the Certificate, you must complete Form 6 Notice of Appointment of Public Officer, within 14 days of the date of Incorporation. You can find a copy here https://www.ipa.gov.pg/wp-content/uploads/Association-Form6.pdf.
Failure will result in a penalty fee of K20.00.
| PART 2- ONLINE |
Step 1- Rules of Association
Prepare Rules of Association. You can either draft one yourself or use the model provided by IPA here https://www.ipa.gov.pg/wp-content/uploads/Association-Constitution.pdf.
Step 2- Create an IPA Online Registry System (ORS) account
On the IPA website, click on the Do It Online tab, see TOOLS and select the Register Account option:
Complete the registration process and Logon to your account.
Step 3- Find instructions on Registration process of an Association, provided on the IPA website
On the IPA website, click on the Do It Online tab, see HELP & SUPPORT and select the Help & Support FAQs option:
See item 12 on the list and select Read more:
Step 4- Complete the registration process online
Follow the instructions you found in Step 3 and complete the registration process online.
Step 5- Refer to Part 1 of this article if necessary
Refer to Part 1- OVER THE COUNTER REGISTRATION if necessary.
Alexander (Sandy) is a consultant with the firm. He started working with the Firm in January 2017 on a consultancy basis after leaving PosmanKuaAisi Lawyers. He has over 30 years’ experience in Commercial and Civil Litigation Law.
Solomon is a lawyer with the Firm. In 2019, he was admitted to the bar of the Supreme and National Court of Papua New Guinea. Since then he has, under the immediate supervision of McRonald Nale and Miran Ai, been involved in researching, drafting and advising clients in the areas of law of torts, law of contract, constitutional law and general advising.
Beryl is a litigation lawyer with the Firm. In 2013, she was admitted to the bar of the Supreme and National Court of Papua New Guinea. Since then she has been practising as a litigation lawyer in the Supreme and National Courts as well as the other lower Courts such as the District Court, Provincial Land Court and Local Land Court.
McRonald Nale