Changes to the PNG Companies Act: Re-registration

By Sarah Kuman
Papua New Guinea

Re-registration requirements will affect many 3 min read

On 1 December 2022, the Companies (Amendment) Act 2022 (the Amendment) came into operation and started the clock ticking for all existing companies to apply for re-registration by 1 December 2023, or risk being de-registered.

But there is a hidden trick to re-registration that all companies must be aware of, and should prepare for, before applying to re-register.

Status of the Amendment

The Amendment came into operation on 1 December 2022, following the publication of a 'commencement notice' in the PNG National Gazette on 30 November 2022.

Commencement of the Amendment triggered the introduction of the new electronic online filing system to replace the previous system. When the Amendment came into force, the IPA suspended all further lodgements for existing companies on the previous system in order to migrate the company data of all existing PNG companies onto the new system.

The IPA also issued notices advising existing companies not to attempt to file documents or attempt re-registration until after the data migration process has completed.

We understand data migration is expected to be completed by the end of March.

Filing of outstanding notices and annual returns ahead of re-registration

Companies must be aware that all outstanding or historical company filings, including annual returns, must be filed at the time a company applies to re-register. Companies that file outstanding notices under the Companies Act, at the time of re-registration, will be able to capture the actual dates on which the relevant changes referred to in the notice occurred.

Any outstanding company notices that are filed after a company has re-registered will be dated on and from the date of re-registration. Where a company has already re-registered and intends to file notice of changes which occurred before its re-registration, any such changes will be dated on and from the date of re-registration. It will not be possible to include dates of changes in company records, where those dates precede the date of re-registration.

Existing companies that intend to re-register must ensure that any historical notices that remain outstanding, including any notices that were not filed since the end of November 2022, as well as annual returns, are filed at the time the re-registration application is made.

Next steps

While awaiting confirmation from the IPA that the data migration is complete and re-registration applications can occur, we encourage you to read about these changes here, and:

  • prepare for the filing of re-registration applications;
  • consider whether your company or any subsidiary or joint venture companies are up to date with their annual return filings and any other notices under the Companies Act; and
  • collate and prepare all outstanding filings of each company to ensure any outstanding notices are filed at the time the re-registration application is made.

Please contact the people below if you need advice or require more information about these and other aspects of the Amendment.