Source-cited draft: company formation & entity choice for Papua New Guinea (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
Source-cited draft.Written from sources but not reviewed by a licensed practitioner, so it may be incomplete or wrong. General reference only; don't file or take a position on it without professional review.
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Every figure is drawn from this Tax Guide and cited to its source.
Common entity types
Company limited by shares (private/proprietary and public), branch of a foreign (overseas) company, business name (sole trader), and partnershipCompanies Act 1997 (https://www.ipa.gov.pg/public/help.aspx?cn=BusinessRegulations)
Registry
Investment Promotion Authority (IPA) Companies OfficeCompanies Act 1997 (https://www.ipa.gov.pg/)
Minimum share capital
None — a company must have at least one share and one shareholder, but there is no minimum capital requirementCompanies Act 1997 (https://www.lexology.com/library/detail.aspx?g=fcbfb570-32d0-4a2b-b0e4-f38d4a7e6163)
Minimum directors
At least one director; at least one director must be resident in Papua New GuineaCompanies Act 1997 (https://www.lexology.com/library/detail.aspx?g=fcbfb570-32d0-4a2b-b0e4-f38d4a7e6163)
Minimum shareholders
At least one shareholderCompanies Act 1997 (https://www.lexology.com/library/detail.aspx?g=fcbfb570-32d0-4a2b-b0e4-f38d4a7e6163)
Registered office
A physical address in PNG is required (a P.O. Box is not acceptable)Companies Act 1997 (https://www.lexology.com/library/detail.aspx?g=fcbfb570-32d0-4a2b-b0e4-f38d4a7e6163)
Company constitution
Optional — a company need not adopt a constitution at incorporation; the Companies Act default rules apply unless one is adoptedCompanies Act 1997 (https://www.lexology.com/library/detail.aspx?g=fcbfb570-32d0-4a2b-b0e4-f38d4a7e6163)
Foreign enterprise certification
A company that is 50% or more foreign-owned must obtain Foreign Enterprise Certification from the IPA before commencing operationsInvestment Promotion Act 1992 (https://nto.gov.pg/ipa-certification-foreign-enterprises/)
Incorporation application
Incorporation is by application to the IPA (Form 1 / online via the IPA Online Registry System), including company name reservation and consents of directors/shareholders ((approx — confirm current form references and online portal))Companies Act 1997 (https://www.ipa.gov.pg/documentation/pg/form-a-1.pdf)
Incorporation timeline
Typically a few business days once a compliant application and name reservation are lodged online ((approx — confirm current IPA processing times))Companies Act 1997 (https://www.ipa.gov.pg/public/help.aspx?cn=BusinessRegulations)
Incorporation fee
An IPA registration fee applies; verify the current schedule on the IPA portal ((approx — confirm current IPA fee))Companies Act 1997 (https://www.ipa.gov.pg/public/help.aspx?cn=BusinessRegulations)
Annual return
Companies must file an annual return with the IPA each year to remain on the registerCompanies Act 1997 (https://www.ipa.gov.pg/public/help.aspx?cn=BusinessRegulations)
Stamp duty on property transfer
Up to a maximum of 5% on conveyance of property where value exceeds PGK 100,000Stamp Duties Act (https://taxsummaries.pwc.com/papua-new-guinea/corporate/other-taxes)
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Other Papua New Guinea computations in the OpenAccountants Tax Library.