Latest developments 5 min read
'Toksave' is PNG Pidgin for 'news', and since we know you are busy, our focus is on capturing the key issues and updates for you.
We'd love to hear from you. Please let us know if you need more detail about an issue, or if there is something in particular you'd like to hear about, and feel free to call any of your Allens contacts.
Corporations
Re-registration and filing of outstanding notices and annual returns
The Companies (Amendment) Act 2022 (the Amendment) that came into operation on 1 December 2022 requires that all existing companies must re-register by 1 December 2023, or risk being de-registered. The Amendment also ushered the introduction of the new online filing system. In response, the Investment Promotion Authority (IPA) suspended all further lodgements for existing companies to facilitate data migration from the legacy system to the new online filing system, and notified all companies to not attempt filing of outstanding documents or attempt re-registration until completion of the data migration process. We understand that the data migration is expected to be completed by the end of March 2023.
Companies need to be aware that all outstanding or historical filings, including annual returns, must be filed at the time that a company applies to re-register. The filing of outstanding notices at the time of re-registration will enable the companies to capture the actual dates on which the relevant changes referred to in the notice occurred. This detail is imperative as all filings after the date of re-registration will be dated on and from the date of re-registration. The actual date of the change in company records, where those dates precede the date of re-registration, will not be captured.
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), must be filed at the time the re-registration application is made.
Detailed information will be published shortly, stay tuned.
Consumer protection
Financial Protection Bill
The Central Bank of Papua New Guinea has released its long-awaited draft bill entitled, Financial Consumer Protection Act 2023 (stakeholder comments are due by 20 March 2023). Once enacted, the new Act is intended to apply to any financial service provider that provides financial products or services to consumers in PNG, and will:
- set rates of interest chargeable on financial products and contains provisions to make contracts void to the extent the contract exceeds the prescribed interest rate;
- define instances in which mortgages may be void except where a mortgage was in existence before this particular Act commences;
- define instances in which guarantees may be void except where a guarantee was in existence before this particular Act commences; and
- contain disclosure requirements, the breach of which will result in a contract being void.
The new Act will introduce registration requirements for some financial service providers, although registration under the new Act will not be required if the relevant activity intended to be carried out by the financial service provider is covered under a range of other laws, including the Banks and Financial Institutions Act 2000. In any case, the new Act will apply to all financial service providers that provide financial services to consumers in PNG, and not only those which are registered under it.
Resources and industry
Regulation to guide Papua New Guinea's carbon market
The Climate Change (Management) Carbon Markets Regulation is at the final stages of drafting, and we understand it has been submitted to the Office of the State Solicitor for validation. This is one of the final steps before the Regulation may come into force following publication by the relevant Minister in the National Gazette of a 'Notice of making Regulation'.
The Regulation is intended to incentivise emissions reductions and reduce costs for transition to low carbon emissions technology. Amongst other things, the Regulation will establish the procedure for application and approval of:
- climate change mitigation activity permits;
- generation sale and transfer of carbon credits;
- benefit-sharing framework;
- reporting requirements; and
- any other areas necessary for the operation of carbon trading.
The Regulation is also the catalyst to achieve PNG's international obligations under the Paris Agreement's NDCs.
We understand a revised version of the Climate Change (Management) Act is also being prepared, although at this stage it is not clear what the proposed changes will be or whether there will be public consultation on the changes to the Act. In the meantime, the moratorium on voluntary carbon markets— imposed by the CCDA in March 2022—is still in place.
Proposed regime change in the oil and gas industry
The Minister for Petroleum and Energy, Hon. Kerenga Kua, was quoted in February as noting that the Government aims to have a new regulatory framework for the oil and gas industry by 2025 (interview with the Minister for Petroleum and Energy, Hon. Kerenga Kua). The Minister further said, 'industry had until February 2023 to make submissions on the Bill'. No further detail was provided about the Bill in question, however the Minister may be referring to the proposed Organic Law on Papua New Guinea's Ownership and Development of Hydrocarbons and Minerals and the Commercialization of State Businesses 2020 (the Proposed Organic Law). This Proposed Organic Law was advertised in the National Gazette in 2020 and was published in the parliamentary notice paper between September 2020 and September 2021.
Among other things, the Proposed Organic Law was to:
- establish the National Petroleum Authority (NPA), and to hold the state’s ownership of, and interests in, petroleum and to transfer and assign such ownership and interests to wholly owned subsidiaries of Kumul Petroleum Holdings Limited; and
- to authorise those wholly owned subsidiaries of Kumul Petroleum Holdings Limited as owners to enter into Petroleum Production Sharing Arrangements with third parties in respect of those interests.
Given the passage of time and the withdrawal of the notice of the Proposed Organic Law from the Parliamentary notice paper, it remains to be seen whether the Minister's comments were made in relation to the Proposed Organic Law or another bill that has been drafted to establish the new regulatory framework.