- ARRANGEMENT OF SECTIONS
- PART I. – PRELIMINARY
- PART II. – FORMS AND FEES
- PART III. – GENERAL PROVISIONS RELATING TO FORMS AND OTHER DOCUMENTS
- 6. DOCUMENTS TO BE SUBMITTED TO REGISTRAR
- 7. TIME FOR SUBMISSION OF DOCUMENTS
- 8. SIGNATURE AND CERTIFICATION OF DOCUMENTS SUBMITTED TO REGISTRAR
- 9. CERTIFICATION OF DOCUMENTS
- 10. REQUIREMENTS IN RESPECT TO REGISTRATION DOCUMENTS TO BE SUBMITTED BY OVERSEAS COMPANY
- 11. TRANSLATION OF DOCUMENTS
- 13. PRESCRIBED INFORMATION FOR ANNUAL RETURNS
- 14. FEE FOR INSPECTING COMPANY RECORDS
- PART IV. – CHARGES
- PART V. – LIQUIDATIONS
- Division 1
- Division 2
- 17. AMENDMENT OF LIQUIDATOR’S DECISION IN RELATION TO CLAIM
- 18. TRADE DISCOUNTS
- 19. PERIODICAL PAYMENTS
- 20. EMPLOYEES’ CLAIMS
- 21. NOTICE TO CREDITORS TO CLAIM
- 22. FAILURE TO CLAIM BY DAY FIXED FOR CLAIMS
- 23. FAILURE TO ESTABLISH PRIORITY BY DAY FIXED FOR CLAIMS
- 24. DIVIDENDS IN RESPECT OF REJECTED CLAIMS
- 25. COSTS OF PROCEEDINGS RELATING TO A LIQUIDATOR’S DECISION ON CLAIM
- Division 3.
- Division 4
- Division 5
- 37. RESTRICTIONS RELATING TO REMUNERATION
- 38. LIQUIDATOR’S CHARGES
- 39. RESTRICTION ON PURCHASE OF COMPANY’S ASSETS BY LIQUIDATOR OR LIQUIDATION COMMITTEE
- 40. RESTRICTION ON PURCHASE OF GOODS OR SERVICES FROM PERSONS CONNECTED WITH LIQUIDATOR
- 41. LIQUIDATION COMMITTEE NOT TO OBTAIN BENEFIT
- 42. TRANSMISSION OF DOCUMENTS AND PROPERTY TO LIQUIDATOR’S SUCCESSOR
- 43. FEES, EXPENSES AND REMUNERATION OF VACATING LIQUIDATOR
- Division 6
- PART VI. – MISCELLANEOUS
- PART VII. – TRANSITIONAL PROVISIONS
- SCHEDULE 1 – LIST OF FORMS
- SCHEDULE 2 – TABLE OF FEES PAYABLE TO THE REGISTRAR OF COMPANIES
Companies Regulation 1998
Unvalidated References: Companies Act 1997 Companies Act 1997 Banks and Financial Institutions Act 2000
This reprint of this Statutory Instrument incorporates all amendments, if any, made before 25 November 2006 and in force at 1 July 2001. ......... Legislative Counsel Dated 25 November 2006
INDEPENDENT STATE OF PAPUA NEW GUINEA.
No. 1 of 1998.
Companies Regulation 1998
ARRANGEMENT OF SECTIONS.
1. Interpretation. 2. Forms. 3. Particulars prescribed by forms. 4. Directions in forms. 5. Fees. 6. Documents to be submitted to Registrar. 7. Time for submission of documents. 8. Signature and certification of documents submitted to Registrar. 9. Certification of documents. 10. Requirements in respect to registration documents to be submitted by overseas company. 11. Translation of documents. 12. Details of shareholders. 13. Prescribed information for annual returns. 14. Fee for inspecting company records. 15. Registration of common terms and provisions for charges. 16. Prescribed amount. 17. Amendment of liquidator’s decision in relation to claim. 18. Trade discounts. 19. Periodical payments. 20. Employees’ claims. 21. Notice to creditors to claim. 22. Failure to claim by day fixed for claims. 23. Failure to establish priority by day fixed for claims. 24. Dividends in respect of rejected claims. 25. Costs of proceedings relating to a liquidator’s decision on claim. 26. Place of Meetings. 27. List of creditors or shareholders. 28. Creditors entitled to vote. 29. Admission and rejection of claims by chairman of meeting of creditors for purposes of voting. 30. Cases in which creditors may not vote. 31. Votes of secured creditors. 32. Appointment of liquidator, etc., as proxy. 33. Liquidator not to solicit for proxies. 34. Irregularity in notice of proxy. 35. Disqualification from voting. 36. Use of proxies by liquidator’s nominee. 37. Restrictions relating to remuneration. 38. Liquidator’s charges. 39. Restriction on purchase of company’s assets by liquidator or liquidation committee. 40. Restriction on purchase of goods or services from persons connected with liquidator. 41. Liquidation committee not to obtain benefit. 42. Transmission of documents and property to liquidator’s successor. 43. Fees, expenses and remuneration of vacating liquidator. 44. Initial report of liquidator. 45. Six monthly report of liquidator. 46. Defect in appointment not to invalidate acts of liquidator. 47. Deposit of company funds. 48. Investment of funds. 49. Liquidator carrying on business. 50. Service. 51. Commission payable to Registrar. 52. General penalty. 53. Prescribed information for registration of overseas company. 54. Prescribed information for annual return of overseas company. 55. Financial statements of overseas company to be audited. 56. Registrar may extend transitional period. 57. Deeming provisions applying to reregistered companies.
Companies Regulation 1998
Made under the Companies Act 1997 to come into effect on 1 March 1998.
Dated 200 .
PART I. – PRELIMINARY.
1. INTERPRETATION.
(1) In this Regulation, unless the contrary intention appears, “Act” means the Companies Act 1997 .
(2) Except so far as the contrary intention appears in this Regulation, Section 2 of the Act applies for the purposes of this Regulation.
(3) In this Regulation, unless the contrary intention appears, “agent” means the person named in a notice of appointment lodged under Section 386(2)(e) or 389(1)(d) of the Act, or the agent or public officer appointed under any corresponding previous law.
PART II. – FORMS AND FEES.
2. FORMS.
(1) Where a provision of the Act is specified in the first column of Schedule 1, the form that is specified in the third column of Schedule 1 in relation to the provision is the form to be used for the purposes of the provision as described in the second column of Schedule 1.
(2) A form that is submitted to the Registrar shall be in the format prescribed in this Regulation, unless the Registrar approves otherwise.
3. PARTICULARS PRESCRIBED BY FORMS.
Where a form prescribed by this Regulation requires completion by the insertion of information, particulars or other matters, or the attachment to the form of a document containing information, particulars or other matters referred to in the form, that information, those particulars or other matters as prescribed are the information, particulars or other matters required under the provision of the Act or this Regulation for the purposes of which the form is prescribed, and shall be completed or attached, as the case may be.
4. DIRECTIONS IN FORMS.
A form prescribed by this Regulation shall be completed in accordance with such notes, instructions or directions as are specified in the form, or by the Registrar.
5. FEES.
(1) For the purposes of Section 411 of the Act, the fees set out in Schedule 2 shall be payable to the Registrar in respect of the matters to which they relate.
(2) The fees set out in Schedule 2 may include fees payable for submitting a document to the Registrar after the time limit prescribed by the Act or this Regulation.
(3) The Registrar may waive, in whole or in part, and on such terms and conditions as he thinks fit, the payment of any fees or amounts prescribed in this Regulation under Section 411 of the Act, by any person or class of persons.
PART III. – GENERAL PROVISIONS RELATING TO FORMS AND OTHER DOCUMENTS.
6. DOCUMENTS TO BE SUBMITTED TO REGISTRAR.
(1) A document to be submitted to the Registrar under the Act or this Regulation shall comply with the following requirements:–
(a) it shall be on paper of medium weight and good quality, and of international A4 size, unless the Registrar approves otherwise; (b) it shall be typewritten or printed in type of a size not less than 9 point times, or be handwritten in block capitals, and be clearly legible; (c) it shall bear the original signature of each person required to sign the document, and photocopies, facsimiles or carbon copies will not be registered by the Registrar, unless otherwise approved by the Registrar or the document is signed in a manner or by a means approved by the Registrar; (d) the name of the person signing the document shall be typewritten or printed in type of a size not less than 9 point times, or be handwritten in block capitals under the signature of that person, and be clearly legible; (e) it shall have margins of not less than 25mm on the left-hand or inner side of the page and not less than 10mm on all other sides of the page; (f) where it comprises two or more sheets, the sheets shall be bound together by a suitable fastener placed in the top left-hand corner; (g) it shall have endorsed–
(i) at the top right-hand side of the first page, the registered company number allotted by the Registrar to the company or overseas company to which the document relates; and (ii) on the first page, the name of the company or overseas company to which the document relates; and (iii) on the first page, the title of the document (being, where the document is a form prescribed by this Regulation, the same as the heading to the form); and (iv) at the foot of the first page, the name, postal address and telephone number of the person by, or on whose behalf, the document is submitted; and (v) at the foot of the first page the following words– “Submitted to the Office of the Registrar on:.”
(2) Where the Registrar is of the opinion that a document submitted to him–
(a) contains matter contrary to law; or (b) by reason of any omission or misdescription has not been duly completed; or (c) does not comply with the requirements of the Act or this Regulation; or (d) contains an error, alteration or erasure,
he may refuse to register or receive the document, and the document shall be deemed not to have been submitted, and the Registrar may request that the document be appropriately amended or completed and re-submitted, or that a fresh document be submitted in its place.
(3) A document which is submitted under the Act or this Regulation is deemed not to have been submitted unless it is accepted and registered by the Registrar.
(4) Except with the special leave of the Registrar, granted upon such terms and conditions as the Registrar thinks fit, no document submitted shall be registered by the Registrar where it does not comply with this section.
7. TIME FOR SUBMISSION OF DOCUMENTS.
Where a document is required by the Act or this Regulation to be submitted to the Registrar and a period of time within which the document is to be submitted is not prescribed, the document shall be submitted–
(a) within one month; or (b) in the case of a document required to be lodged by an overseas company, within such further period as the Registrar in special circumstances allows,
after the happening of the event to which the document relates.
8. SIGNATURE AND CERTIFICATION OF DOCUMENTS SUBMITTED TO REGISTRAR.
Except as otherwise provided in the Act or in this Regulation, a form or document relating to a company or overseas company submitted to the Registrar under the Act or this Regulation shall be signed by–
(a) a director or secretary of the company or overseas company; or (b) in relation to an application for registration, a proposed director or secretary; or (c) in the case of a document relating to an overseas company, the agent of the overseas company in Papua New Guinea or, where the agent is a company a director or secretary of that company.
9. CERTIFICATION OF DOCUMENTS.
(1) A copy of a document to be submitted to the Registrar shall be certified by a person who is able to declare that he has compared the copy with the original document and that it is a true copy of that document.
(2) An annexure to a form, or a document submitted with a form, must–
(a) have an identifying mark; and (b) be endorsed with the following words:– “This is the annexure of (insert the number of pages) pages marked (insert an identifying mark) referred to in the (insert a description of the form) signed by (insert the name of each person signing the form) and dated (insert the date of signing).; and” (c) be signed by each person signing the form to which the document is annexed; and (d) have each page numbered consecutively.
10. REQUIREMENTS IN RESPECT TO REGISTRATION DOCUMENTS TO BE SUBMITTED BY OVERSEAS COMPANY.
For the purposes of the Act, an overseas company is required to submit the following documents to the Registrar:–
(a) where any change or alteration is made in the name of the overseas company, the overseas company shall submit to the Registrar, at the time when notice of the change or alteration is lodged with the Registrar–
(i) a copy of the certificate of its incorporation or registration issued in its place of incorporation or origin, or a document of similar effect (being a certificate or document evidencing the change or alteration); or (ii) where there is no such certificate or document, a certified copy of the instrument effecting the change or alteration;
(b) where any change or alteration is made in the constitution, charter, statute, memorandum, articles or other instrument of the overseas company, a copy of which has been previously submitted by the overseas company under Section 386(2) of the Act, the overseas company shall submit to the Registrar, at the time when notice of the change or alteration is submitted to the Registrar–
(i) a copy of the instrument effecting the change or alteration; or (ii) a copy of the constitution, charter, statute, memorandum, articles or other instrument as changed or altered.
11. TRANSLATION OF DOCUMENTS.
(1) In this section, “diplomatic or consular officer” means a person appointed to hold or act in any of the following offices in a country or place outside Papua New Guinea:–
(a) Ambassador; (b) High Commissioner; (c) Minister; (d) Head of Mission; (e) Commissioner; (f) Charge d’Affairs; (g) Counsellor, Secretary or Attache at an Embassy, High Commission, Legation or other post; (h) Consul-General; (i) Consul; (j) Pro-Consul; (k) Trade Commissioner; (l) Consular Agent.
(2) For the purposes of the Act, a certified translation is a translation that–
(a) in the case of a translation made outside Papua New Guinea–
(i) is certified by an official to whom the custody of the original instrument, certificate, contract or document is committed, being an official holding or purporting to hold an office corresponding to that of the Registrar in the place in which the corporation is formed or incorporated; or (ii) is certified by a notary public or a public translator duly admitted and sworn as such in accordance with the law of the place in which the corporation is formed or incorporated; or (iii) is certified by a diplomatic or consular officer of Papua New Guinea in the place in which the corporation is formed or incorporated; or
(b) in the case of a translation made within Papua New Guinea, is certified by a person approved by the Registrar,
to be a correct translation into the English language.
(3) Before accepting a translation, the Registrar may require the person submitting the translation to furnish to him such evidence as the Registrar thinks sufficient, of the ability of the person by whom the translation was made to make the translation.
12. DETAILS OF SHAREHOLDERS.
For the purposes of Section 44(1)(b) of the Act, the details that shall be provided are–
(a) the residential address of the shareholder, or where a body corporate, the address of the registered office; and (b) if a natural person, the date of birth of the shareholder; and (c) the nationality of the shareholder, or where a body corporate, the country of incorporation.
13. PRESCRIBED INFORMATION FOR ANNUAL RETURNS.
For the purposes of Section 215(1) and Schedule 6 of the Act, the prescribed information which shall be contained in an annual return is–
(a) the total number of shares of the company on issue; and (b) the date of birth of each shareholder in the company; and (c) the class of shares held by each shareholder; and (d) the name and address of any auditor appointed by the company.
14. FEE FOR INSPECTING COMPANY RECORDS.
For the purposes of Section 216(1) of the Act, the prescribed fee is K1.
PART IV. – CHARGES.
15. REGISTRATION OF COMMON TERMS AND PROVISIONS FOR CHARGES.
(1) In this section–
“common memorandum” means a document that contains provisions, terms or covenants that are incorporated into, or applicable to all charges, or a particular class or type of charge executed in favour of a specific chargee; “charge” means a charge to which Part XIII of the Act applies; “chargee” means a person who is entitled to a charge.
(2) The Registrar may register, on such terms and conditions as he thinks fit, a common memorandum in relation to a person, and the registered common memorandum may be incorporated, by reference to its registered number, into a document evidencing or creating a charge under which that person is the chargee.
(3) Upon registration, a common memorandum shall form part of the register.
PART V. – LIQUIDATIONS.
Division 1.
Statutory Demand.
16. PRESCRIBED AMOUNT.
For the purposes of Section 337(2)(a) of the Act, the prescribed amount is K1,000.00.
Division 2.
Claims.
17. AMENDMENT OF LIQUIDATOR’S DECISION IN RELATION TO CLAIM.
Where a liquidator, under Section 352 or Section 353 of the Act, revokes or amends his decision to admit or reject a claim in whole or in part, the liquidator shall record his amended decision in writing, along with the reasons for the revocation or amendment, and within seven days provide a copy to the creditor that made the claim.
18. TRADE DISCOUNTS.