Papua New Guinea company structures: at a glance

Hawksford

Last updated: 10 April 2026 |

Oceania | Papua New Guinea

Options for registering companies in Papua New Guinea

As the largest economy among the Pacific Island nations and a country rich in natural resources - specifically mining, oil, gas and forestry, Papua New Guinea (PNG) offers substantial investment potential in the extractive and infrastructure sectors.

Foreign investment is regulated and facilitated by the Investment Promotion Authority (IPA), which requires foreign enterprises to obtain certification to ensure compliance with national policies, including activities reserved for citizens.

Papua New Guinea offers international companies the following legal structures for establishing a presence:

Private limited company

The private limited company is the most common and separate legal entity used by foreign investors to conduct commercial business in PNG.
Shareholders benefit from limited liability and there is no minimum share capital requirement for its incorporation, offering flexibility in initial investment.
The entity must have at least one shareholder and one director. Companies that are 50% or more foreign owned must obtain Foreign Enterprise Certification from the IPA before commencing operations.

Branch office

The Branch office, referred to as an overseas company under the Companies Act 1997, is registered to operate in PNG as an extension of its foreign parent company.
The branch does not have separate legal personality from the head office. The parent company retains full legal and financial liability for all the branch's operations and debts in PNG.
Like the Private Limited Company, the Overseas Company must obtain Foreign Enterprise Certification from the IPA if it is carrying on business in PNG. It is also subject to a higher non-resident corporate tax rate (48%) on PNG-sourced income.

Representative office

A Representative office is an establishment of a foreign company that does not intend to carry on business or generate profit in PNG.
Its activities are strictly limited to non-commercial, preparatory, or auxiliary functions, such as market research, liaison and information gathering.
Crucially, the representative office is prohibited from signing sales contracts, issuing invoices, or engaging in any direct trading activities within PNG. This structure is often used as a preliminary step to evaluate the market before making a full commercial commitment.

To help you choose the right structure, we have created an ‘at a glance’ summary table for the common company types that outlines key differences in formation processes, requirements and timelines. It serves as a valuable resource for foreign companies looking to set up or expand a business in Papua New Guinea.

Comparison of the common types of companies in Papua New Guinea

Key information	Private limited company	Branch office	Representative office
Commonly used for	All purposes	Overseas company	Marketing and research
Minimum capitalisation (local currency)	No minimum	No minimum	No minimum
Limited liability	Yes	No	No
Time to incorporate	Eight weeks	Eight weeks	Eight weeks
Tax rate (CIT)	30%	48%	0%
Resident management	No	Yes	No
Cost indication (US$)	$10,420	$10,420	$10,420

Any estimates published on Hawksford’s website set out indicative fees for entity formation, tax/VAT registration, a registered office address and estimated government filing fees. They do not include fees for additional services that may be required such as resident directors, licences for regulated activities, bank account setup, initial capital or other third-party charges. Actual setup costs can vary widely depending on the entity type, business activities, and structure. Terms and conditions apply. For a detailed, tailored quote, please contact us.

Updated on 10 April 2026

Information verified against Papua New Guinea Registry Services