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
Information verified against Papua New Guinea Registry Services