At A Glance Our Roles & Responsiblities . - Papua New Guinea

CERTIFICATION OF FOREIGN ENTERPRISES INPAPUA NEW GUINEAThe Business and Investment FacilitationDivision (BIFD) is responsible for facilitatinginvestments in Papua New Guinea, in line withSection 28 of the Investment Promotion Act,1992.The provision requires all foreign enterprisesintending to operate in Papua New Guinea tobe certified by the Authority before theyproceed to conduct business in the country.This role is complemented by the researchfunction that looks at conducting research intothe investment climate in PNG and compilingdata on the investment trends in the economy.If however, the shareholders are corporate diversify their operations must lodge anbodies, for example, ABC Limited and 123 Application for Variation on the prescribedLimited, then the following are required;Form 5. A lodgment fee of K400.00 is payablein back cheque to the Investment Promotion· Latest financial statement for the Authority.shareholding company, audited wherepossible;Change in Ownership of a ForeignEnterprise· Latest financial statement for ultimate holding Where there is a substantial change incompany, audited where possible;ownership of an enterprise, the enterprise· Register of shareholders and directors of the must notify the IPA within 14 days from thecompanies (top ten if listed on a stock date of change. Failure to do so will result in aexchange);penalty being imposed. The prescribed form to· Register of shareholders and directors of the complete is Form 3 and the fee is K2,000.00ultimate holding company (top ten if listed on a payable in bank cheque to the Investmentstock exchange);Promotion Authority.The Division also oversee the operations of theBranches located in Lae, Buka, Mt. Hagen and · Copies of Certificates of In-corporation;These requirements apply where the changeKokopo.in ownership, shareholding or beneficial· Other supporting documents such as ownership or control in a Company:Who should apply for an IPA Certificate?brochures, annual reports etc;· Is more than 10 percent in any year; orAll Foreign Enterprises wishing to conduct The following are required with everybusiness in Papua New Guinea must apply for application:· Represents a change of more than 25formal IPA certificate. A foreign enterprise is apercent in the ownership of the Enterprise asbusiness entity which is wholly owned or that is · Copy of Certificate of Incor-poration or from the date of Certification, and does not50 percent or more owned or controlled and Registration;arise from an alteration in ownership of anmanaged by non-citizens.enterprise which is a subsidiary of a holding· Budget/Cash flow forecastcompany where the ownership of the holdingHow does a foreign enterprise apply forcompany does not change and the enterprisecertification?· Comprehensive Business Planremains a subsidiary of that holding company.A foreign enterprise must firstly register underthe Companies Act 1997, which isadministered by the Business Registration andRegulation Division (BR & R) of the IPA. Aforeign company has two (2) options whenregistering with the Business Registration &Regulation Division.The first option is to incorporate a newcompany in PNG. The relevant forms tocomplete are Forms 1, 2, 3, 4, and 6 asprescribed under the Company’s Regulation.The lodgment fee is K500.00. The other optionisfor a company that is incorporated(registered) under the laws of another country(overseas) to register as an OverseasCompany under the Companies Act 1997.The relevant form to complete is Form 46 andthe prescribed fee is also K500.00. A certificateof Incorporation or registration will be issued ifthe forms are in order. All foreign companiesincorporated or registered under theCompanies Act, 1997 must apply within 14days for Certification under the InvestmentPromotion Act, 1992.The prescribed form is an Application forCertification Form 3 and the prescribed fee isK2,000 payable in bank cheque to theInvestment Promotion Authority. Depending onthe shareholders of the foreign company,supporting documents will differ.If shareholders of the foreign company arenatural persons or individuals, for example, Mr.John Smith of Australia and Mr. Lee Chan ofChina, the following must be submitted foreach individual with the Form 3:· CV or Personal Profile; Police clearancereport or Character check report; Passportcopy; Visa copy; and Bank reference orstatement from a bank in PNG or overseas.Infopack page 6· Positions and nationalities of staff to be OffencesemployedIt is an offence under Section 41 of the Act fora foreign enterprise to operate without an IPA·Value of initial capital investment; andcertificate, carry on business in a Reservedactivity, or fail to comply with a Term or· Copies of any agreements, such as Lease Condition of Certificate as issued. A penalty ofAgreements, Purchase Agreements, etc, if up to K100,000.00 may be imposed or aany.default penalty fine not exceeding K10,000.00.Foreign enterprises should also note that thereare certain activities which are specifically It is also an offence for a person to make areserved for PNG citizens only. Please refer to statement or furnish information that is false orthe leaflet on Cottage Business Activities List misleading in a material particular. A fine not(CBAL) for further information.exceeding K50,000.00 will apply. Whilst allcompanies must be registered with thisThe points listed above are standard Authority, this does not exclude complianceinformation that must be submitted when with other laws of the country.lodging the Application for Certification,however, the Authority reserves the right to It is important that all foreign enterprisesrequest for any other information deemed operating in PNG comply with all existing lawsnecessary for IPA purposes. The proponents of the country as non-compliance with suchare at liberty to submit additional information laws may result in suspension andthat will enable the Authority to make a proper subsequent cancellation of the IPA Certificate.judgment on the application.Terms and Conditions of an IPA CertificateApproval ProcessAn IPA Certificate is issued to an EnterpriseThe Authority is required to make a decision subject to certain Terms and Conditionson a complete and correct application within 35 (“T&C”). These will vary depending on theworking days. The application, if complete and business activities of the enterprise.correct, must first be considered at a Compliance with T&C reporting is required onManagement Certification Committee, which a periodic basis.are held every two weeks. After consideration,theManagementmakesappropriate For further information on Foreignrecommendations on each application to the Enterprise please contact:Board for approval. Board Members must thenendorse the recommendations. Upon board The Directorapproval, a formal IPA Certificate will be issued Business Information & Facilitation Divisiondisplaying the name of the foreign Enterprise, (BIFD)the nature of business activity, the principle Investment Promotion Authoritylocation of business, other terms and Tel: (675) 321 7311/ 321 3900conditions of Certification.Fax: (675) 320 2262Email: bif@ipa.gov.pgVariation RequirementsWebsite: www.ipa.gov.pgCertified enterprises wishing to expand or

COTTAGE BUSINESS ACTIVITIES LISTThe Regulations of the Investment PromotionAct 1992 as amended contain a list ofbusiness activities which are restricted tocitizens and or national enterprises.markets. Wholesale and retail sale of secondhandclothing and footwear. Retail sale carried out from a motor vehicle ormotorcycle.The list may be reviewed from time to Wholesale and retail sale of handicrafts andtime.Activities restricted to citizen enterprises artifacts.only make up the Cottage Business Activities Repair of footwear when not done inList (CBAL).combination with manufacture or wholesale orretail of these goods.The CBAL replaces what used to be called theReserved Activities List.OTHER COTTAGE BUSINESS ACTIVITIESForeign enterprises cannot conduct business WEAVINGin activities listed under CBAL. The activity includes, but is not limited to,weaving of canes products, textiles, baskets,AGRICULTUREnets, dishes, ropes and bags that are saleable Cultivation and growing of vegetables and at home, street markets or retail outlets on aother market produce with annual sales of fee.K50,000 or less. Farming of animals with annual sales of K50, BILUM MAKING000 or less. Making of string bags (bilums) from traditional Poultry farming with annual sales of K50,000 bush ropes and cottons taking traditional andor less.contemporary designs that are saleable at Hunting, trapping and game propagation home, street market or retail outlet on a fee.including related services activities.KNITTINGFORESTRY, LOGGING AND RELATED The activity includes knitting of textiles,ACTIVITIESwearing apparels, cloth, garment, designs,fabrics and decorations that are saleable at Gathering of wild growing forest materials home, street market or retail outlet on a fee.including balata and other rubber-like gums;cork; lac, resins and balsams; rattan; ART AND CRAFTvegetable hair and eel grass; acorns and All sorts of handcrafts and artistic designs thathorse-chest nuts; mosses, lichens and cut are saleable at home, street market or retailevergreen trees used for festive occasions; outlet on a fee.saps; bark; herbs; wild fruits; flowers andplants; leaves; needles; reeds; roots; or other CARVINGwild growing materials. Wood carvings and sculptures on a fee Wok about (mobile) sawmill.(contract) or assorted carvings that aresaleable at home, street market or retails outletWILDLIFEon a fee. Hunting or collecting of non-protected fauna,including insects, shells, animal teeth, tusks, POTTERY MAKINGfeathers, declared sedentary organisms and All sorts of pottery products including claysimilar products and living or dead fauna.pots, cups, mugs, dishes, plates, sculpturesand other art forms that are saleable at home,FISHINGstreet markets or retail outlet on a fee. Fishing on a commercial basis in coastal andinland waters. “Coastal” means within three PAINTINGmiles off the shoreline. All sorts of painting in any shape, type and Taking of marine or fresh water crustaceans form including portrait paintings, screenand molluscs. Hunting of aquatic animals such paintings, sand paintings, oil paintings saleableas turtles, sea squirts and other tunicates, sea at home, street markets or retail outlet on aurchins or other echinoderms and other fee.aquatic invertebrates. Gathering of marine materials such as natural SCREEN PRINTINGpearls, sponges, coral and algae. Screen printing of designs includingemblems, logos, traditional and contemporaryMININGart forms, commemorations and special events Alluvial Miningon apparels including laplaps, shirts, T-shirtsand other garments and textile materials,CATERINGsuited to the event, situation or purpose they Mobile food delivery service.relate that are saleable at home, streetmarkets or retail outlet on a fee.WHOLESALE AND RETAIL TRADESEWING Wholesale and retail sale of wild Sewing of garments, textile materials,growingforest materials including balata and wearing apparels, cloths and fabrics that areotherrubber- like gums; cork; lac, resins; and saleable at home, street market or retail outletbalsams; rattan; vegetable hair and eel on a fee.grass;acorns and horse chestnuts; mosses,lichensand cut evergreen trees used for festive JEWELLERY MAKINGoccasions; saps; barks; herbs; wild fruits; Making of simple jewellery products includingflowers and plants; leaves; needles; reeds; necklaces, ear rings, rings, arm bands,roots; or other wild growing materials.primarily from sea shells, tusks and beads for Retail sale through stalls, tucker shops and sale at home, street markets or retail outlet ona fee.BAKING Baking of fresh bakery products includingbread loaves, cakes, pies, cookies and sconessaleable at home, street market or retail on afee.COFFEE PULPING Coffee pulping using manual pulpingmachine with the beans saleable at buyingpoints or at coffee depots.HUNTINGOFCROCODILESANDPROCESSING OF SKINS Hunting and processing of crocodile skins forsale at established market outlets.OPERATION OF TYRE REPAIR SERVICE Operation of small Tyre Repair Shops, wherenot done as incidental to the core business ofMaintenance and repairs.For further information on the CBAL pleasecontact:The DirectorBusiness Information & Facilitation Division(BIFD)Investment Promotion AuthorityTel: (675) 321 7311/ 321 3900Fax: (675) 320 2262Email: bif@ipa.gov.pgWebsite: www.ipa.gov.pgInfopack page 7

INTELLECTUAL PROPERTY OFFICE OF PAPUA NEW GUINEAThe Intellectual Property Office of Papua New Guinea (IPONG)is the Administrative centre of The administration of theIntellectual Property system in PNGFormerly, the office was known as the Trade new technical solution to a problem.MarksOffice because of the administration ofthe Trade MarksAct 1978 Chapter 385.A patent provides protection for the inventionto the owner of the patent for a limited period,In 1999 the Government approved the generally 20 years.establishment of the IPOPNG within theInvestment Promotion Authority (IPA) as part of Trademark the Business Registration and RegulationDivision. The Office is headed by a Registrar.A trademark ofbrand-name is aIn Papua New Guinea, the only IP rights that distinctive signexisted before then were the Trade Marks which identifiesChapter 385 and the Copyrights Act.certain goods orservicesasOf the two legislation, only the Trade Marks those producedAct was operational.or provided by a specific person or enterprise.In June 2000, the IPR Bill which includes thePatent & Industrial Designs and Copyright andNeighboring Rights were passed by parliamentand certified by the National Executive Councilon 08 November 2000 and 19 January 2001respectively.IPOPNG administers Trade Marks, Patentsand Industrial Designs. The National CulturalCommission of Papua New Guineaadministers the copyright and neighboringrights legislation.The Office plays a coordinating role inconsultation with other enforcement agencieslike Customs (Internal Revenue Commission),the Judiciary, Attorney General and the Policein the administration and enforcement of the IPlaws.World Intellectual Property OrganizationThe period of protection for a trademark varies,but can be renewed indefinitely.Industrial Design Anindustrialdesign, or simply adesign, is theornamentaloraesthetic aspect tion andrenewalsareprovided for, inmost cases, up to 15 years.Copyright and Related Rights -IPOPNG is a member of the World Intellectual Copyright is aProperty Organization (WIPO).legaltermdescribingWIPO assists developing countries to rights given tounderstand the importance of intellectual creatorsforproperty in trade and investment.theirliteraryandartisticWIPO provides technical assistance as well as w o r k shelps to build human resource of an IP Office ( i n c l u d i n gby conducting training and seminars.computersoftware).PNG has benefited from all of these assistanceand Continues to work closely with WIPO to Related rights are granted to performingbuild an effective administration and artists, producers of sound recordings andenforcement system for IP in PNG.broadcasting organizations in their radio andtelevision programs.Intellectual Property - Basic DefinitionsGeographical Indications Patent A geographic indication is a sign used onAn exclusive goods that have specific geographical originright granted and often posse’s qualities or a reputation thatforan are due to the place of origin.invention,which is a Trade Secrets / Undisclosed Information product or aprocess that These are protected information which are notprovidesa generally known among, or readily accessiblenew way of to, persons that normally deal with the kind ofd o i n g information in question; has commercial values o m e t h i n g , because it is secret; and has been subject toor offers a reasonable steps to keep it secret by theInfopack page 8person lawfully in control of the information.For more information contact us at:Level 1, IPA Haus, Munidubu Street, (Corner ofLawes Rd & Champion Pde) Konedobu, PortMoresbyP O Box 5053, BOROKO 111, National CapitalDistrict, Papua New GuineaTelephone:IPO Switch:Fax:Email:Website:(675) 321 7311 / 321 3900(675) 308 4432(675) 321 5155ipong@ipa.gov.pgwww.ipong.gov.pg

COMPANIES OFFICE OF PAPUA NEW GUINEAThe Companies Office of Papua New Guinea(COPNG) is responsible for the administrationof PNG’s key business legislation. Theseinclude: Companies Act 1997, BusinessNames Act, Business Groups IncorporationAct, Associations Incorporation Act.There are other laws and regulations which willalso affect investors. These include laws of theNational Government on areas such as foreignexchange, taxation and customs, licenses andpermits for various activities such as miningand petroleum exploration, agriculture,fisheries, forestry and industrial activities.Provincial Governments and urban authoritiesalso issue various licenses. It is theresponsibility of investors to ensure theycomply with the respective laws as well as theInvestment Promotion Act 1992.Why register a Company?What are the penalties for non-compliance?It is a requirement of the Companies Act 1997that before any person can form a company, itmust first be registered with the Registrar ofCompanies.Failure to comply with the legislationsadministered by the Companies Office mayresult in administrative penalties orprosecutions that may follow jail sentences orfines or both against company officials and theA company upon registration becomes a legal company itself.entity with corporate legal status personallyThe latter can only be fined. Also the companycan be deregistrated. The nature of penalty,whether administrative or others, andderegistration of a company depends on theseverity of the offences.What is the difference between an oversascompany and a PNG – incorporatedcompany?ServicesThe Office registers business names andincorporates companies, business groups andassociations. It also monitors compliance ofthe respective legislations the Registrar admin- separate from its shareholders. Hence, theisters.company may acquire, hold, or dispose ofproperty, and can sue or be sued just likeFunctionsnatural persons.A foreign or an overseas incorporatedcompany is a company that is incorporatedoverseas but registered in PNG as anoverseas company.There are several reasons why a businessname must be registered before conducting anactivity under a name. It is an offence underthe Business Names Act for any person toconduct business activity using a name otherthan their own.Once the overseas company is registered inPNG, the PNG law applies to its operations inthe country as well as compliancerequirements under the laws administered bythe Registrar of Companies apart from thelaws applicable in its country of incorporationA company incorporated overseas that with respect to compliance requirements incommences to carry on business in Papua that country.New Guinea must apply for registration as anoverseas company within one month. An A PNG incorporated company has Papua Newoverseas company that fails to apply for Guinea as its place of incorporation and isregistration as an overseas company under the solely subject to the laws of PNG. This can beCompanies Act 1997 commits an offence and a company incorporated by either foreignersthe company and every director can be or citizens.prosecuted.The overseas company, after registration withHow is the company registered?the office of the Registrar of Companies willalso be required to be certified as a foreignIn the case of a local company, it is registered enterprise by the Investment Promotionby the proposed shareholders and directors Authority in accordance with the Investmentmaking an application in the correct forms to Promotion Act 1992. This also apply tothe Office of the Registrar of Companies.companies incorporated in PNG but owned ormanaged and controlled by foreigners.In the case of an overseas company, it mayobtain registration by making an application Are there any fees involved in registering ausing the appropriate forms.company?If a business, other than a person’s own name,is used to conduct a business activity, thesame must be registered with the Registrar asfailure would amount to an offence.If foreign individuals including corporateentities who want to incorporate a company inPNG need to incorporate in the same manneras citizens but with an extra fee.The division maintains a national registry of allcompanies, associations, business groups andbusiness names in Papua New Guinea.The Registry is open to the public to conductsearches on companies, associations,business groups and business names and toobtain copies of registered documents. Theoffice also provides respective forms forregistration of the respective business entitiesand other forms for compliance purposes.Why register a Business Name?The Companies Regulation 1998 sets out therelevant fees involved in incorporation orregistration of a PNG or an overseas (foreign)company. Investors should also note that theincorporation or purchase of a company willAlso it is important on the part of the proponent Investors are advised to seek independent incur professional fees apart from any fees forto register a business name because a name professional advice about forming legal registration or considerations involved ingoes along with good will and it has a pr

Business in Papua New Guinea Your first point of call to do Business in Papua New Guinea Investment Promotion Authority IPA LEVEL 1, IPA HAUS Corner of Lawes Rd & Champion Pde Munidubu Street, Konedobu Port Moresby PO Box 5053, Boroko 111, NCD Telephone: (675) 321 7311 or 321 3900 Facsimile: