Company Formation in Papua New Guinea

Company formation & entity choice for Papua New Guinea (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.

Papua New Guinea · tax year 2025 · changed 25 Jun 2026

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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/)

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Entity types and incorporation

Common entity types — Company limited by shares (private/proprietary and public), branch of a foreign (overseas) company, business name (sole trader), and partnership (Companies Act 1997 (https://www.ipa.gov.pg/public/help.aspx?cn=BusinessRegulations))
Registry — Investment Promotion Authority (IPA) Companies Office (Companies 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 requirement (Companies 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 Guinea (Companies Act 1997 (https://www.lexology.com/library/detail.aspx?g=fcbfb570-32d0-4a2b-b0e4-f38d4a7e6163))
Minimum shareholders — At least one shareholder (Companies 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 adopted (Companies 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 operations (Investment 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 register (Companies 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 100,000 % (Stamp Duties Act (https://taxsummaries.pwc.com/papua-new-guinea/corporate/other-taxes))

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Entity types and incorporation

Common entity types — Company limited by shares (private/proprietary and public), branch of a foreign (overseas) company, business name (sole trader), and partnership (Companies Act 1997 (https://www.ipa.gov.pg/public/help.aspx?cn=BusinessRegulations))

Registry — Investment Promotion Authority (IPA) Companies Office (Companies 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 requirement (Companies 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 Guinea (Companies Act 1997 (https://www.lexology.com/library/detail.aspx?g=fcbfb570-32d0-4a2b-b0e4-f38d4a7e6163))

Minimum shareholders — At least one shareholder (Companies 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 adopted (Companies 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 operations (Investment 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 register (Companies 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 100,000 % (Stamp Duties Act (https://taxsummaries.pwc.com/papua-new-guinea/corporate/other-taxes))