All foreign enterprises wishing to set up businesses in Papua New Guinea must apply for a formal
Investment Promotion Authority Certificate.
A foreign enterprise is a business entity that is fully owned or that is 50 per cent or more owned or controlled or managed by non-citizens.
Steps to registering the business
There are two (2) options prospecting investors may choose from when considering registration as foreign enterprises in PNG:
- Wherein a New Company can be incorporated in PNG as a subsidiary of an overseas company or as a totally new foreign entity. The relevant forms to be completed as per this option are Forms 1, 2, 3, 4, and 6 as prescribed under the Companies Regulation 1998. The prescribed company registration fee for this option is K500.00. Under this option the potential investors will be at liberty to propose company name without restrictions.
- Wherein a company that is incorporated (registered) and existing under the laws of another country, may register as an Overseas Company under the Companies Act 1997. The relevant form to be completed in this option is Form 46 and the prescribed fee payable is K500.00. Form 46 must be accompanied by a certified copies of the company constitution or articles of association (whichever is applicable) and a certified copy of the company certificate maintained by the respective regulator in the country of incorporation. Under this option the company will be registered with exactly the same name as it appears on the incorporation certificate provided.
A
Certificate of Incorporation will be issued for option 1 or a
Company Registration Certificate will be issued for option 2 if the form and relevant attachments are in order.
Certification of Foreign Business
All foreign companies must also apply for certification within 14 days after receipt of their
Certificate of Incorporation or
Registration. Applicants must complete an
Application for Certification Form 3. The prescribed fee is
PGK2, 000 payable in
bank cheque to the
Investment Promotion Authority.
Applicants are required to attach supporting documents with the
Application for Certification Form 3.
The supporting documents will differ depending on the shareholders of the Foreign Company.
For example: If the shareholders of the foreign company are natural persons or individual, e.g: Mr John Smith of Australia or Mr Lee Chan of China, the following must be submitted for each individual with
Form 3:
- CV or personal Profile,
- Police Clearance Report or Character Check Report,
- Passport copy,
- Visa Copy (if domiciled in PNG);
- Work Permit copy (if employed in PNG) and,
- Bank Reference or Statement from a bank in PNG or Overseas.
If, however, the shareholders are corporate bodies, e.g, ABC Limited or DEF Limited, then the following are required for each company:
- Latest financial statement for the shareholding company, audited where possible,
- Latest financial statement for the ultimate holding company
- Register of Shareholders and directors of the companies ( top ten if listed on a stock exchange)
- Copies of Certificates of Incorporation
- Other supporting documents such as brochures, annual reports etc.
It is a requirement that the following must be attached with all applications:
- Copy of Certification of Incorporation or Registration
- Budget/Cash flow forecast
- Comprehensive Business Plan
- Positions and Nationalities of Staff to be employed
- Value of initial capital investment and
- Copies of agreement, such as Lease Agreements, Purchase Agreements etc if any.
IPA reserves the right to request for other information deemed necessary for IPA purposes.
Approval Process
The
Investment Promotion Authority is required to make a decision on a complete and accurate application within 35 working days.
Other regulations
Foreign enterprises should also consider regulations binding other sectors such as
Fisheries, Forestry and
Agriculture.