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Business culture

Member Details Jurisdictions. Papua New Guinea. Exclusive IR Member for:. Commercial Law. Please sign in to view members only features. Solomon Islands is yet to confirm China as a diplomatic ally after ties with Taiwan ended on Monday. Small Pacific Island states are to be among the beneficiaries of a multi-billion-dollar project fund set up by the African, Caribbean and Pacific group. Police have concluded their interview of the staff of the Post PNG office in Konedobu and its customers after it was held up at about 10am this morning. An hour ago the Post PNG building at Konedobu was entered by five armed suspects who held up several customers.

There is a need for Papua New Guinea to have smart regulations and good policy approach in terms of doing its business says Deputy Prime Minister Davis Steven. Top Stories. Police brutality cases to be reviewed: Wagambie Police brutality cases that have been reported but no further action taken will be reviewed and offenders punished to bring public confidence back to the constabulary. Remission of funds of any amount offshore to an IRC-listed tax haven. What grants or incentives are available to investors?

The government provides direct and indirect taxation-based incentives for large and small investment proposals. Significant tax incentives include the following:. Double deduction for salary and wages paid to registered apprentices and employees attending full-time professional training courses. Numerous incentives for mining and petroleum-designated gas projects. Investors will also have access to incentives provided by numerous international treaties and agreements to which Papua New Guinea is a party.

Business vehicles 7. What are the most common forms of business vehicle used in your jurisdiction? The most common form of business vehicle is a company, whether local or overseas. Alternative business vehicles include:. Sole traders. In relation to the most common form of corporate business vehicle used by foreign companies in your jurisdiction, what are the main registration and reporting requirements?

They can then register a company under the Companies Act at the Registrar of Companies division. At this point, a foreign investor must either choose to incorporate a new company or register as an overseas company. When incorporating a new company, the proposed company name must first be reserved and then applied for using the prescribed forms. Companies that are incorporated outside of Papua New Guinea and choose to carry on business within the country must apply for registration as a foreign-owned company using different forms.

The application to the Registrar must include copies of its certificate of incorporation and constituent documents. At least one director who is a resident of Papua New Guinea. A registered office that is accessible to the public. An address for service that is not a postal address.

A constitution this is not mandatory but rights will be limited without one. Companies will have an official company name ending with the abbreviation "Ltd", and a business name used for trading purposes. All business names must be registered with the IPA. At its registered office, a company must keep records of all important documents such as the register of interests, share register, minutes of all meetings and the constitution.

Reporting requirements Every year, all companies must lodge an annual return with the Registrar of Companies within six months from the end of the financial year. Annual returns must be lodged on a prescribed form within 14 days of the annual general meeting, together with a small fee. Registered overseas companies must also submit a certified copy of their audited financial statements, but can apply to be exempted.

Peter Lowing

Foreign owned or controlled companies are also required to lodge bi-annual reports with the Foreign Certification Division. Share capital There is no maximum or minimum share capital. Non-cash consideration Shares can be issued for non-cash consideration. Rights attaching to shares Restrictions on rights attaching to shares. Shares cannot be held by the company or a subsidiary of the company they belong to. If they are, the rights and obligations of that company will be suspended.

A company can prescribe other restrictions on its shares in the constitution.

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Automatic rights attaching to shares. The Companies Act provides automatic rights to a shareholder, including the right to:. One vote on a poll at a meeting of the company on any resolution. An equal share in dividends authorised by the board.

Commercial and Business Organizations Law in Papua New Guinea

An equal share in the distribution of the company's surplus assets. In relation to the most common form of corporate business vehicle used by foreign companies in your jurisdiction, outline the management structure and key liability issues. Management structure The only mandatory management structure is for a company to have at least one director who is ordinarily resident in Papua New Guinea.

Management restrictions There are no restrictions on foreign managers. Directors' and officers' liability A director of a company has a duty to act in good faith and in the best interests of the company while exercising reasonable care, diligence, and skill. A director is liable for any actions that contravene these duties. Parent company liability There is no parent company liability.

Employment Laws, contracts and permits.

Michael Sullivan

What are the main laws regulating employment relationships? The statutory framework governing employment relationships is made up of:. The Employment Act The Employment of Non-Citizens Act Any relevant agreements such as awards and determinations. Awards and determinations are arrived at through collective bargaining and are registered with the Department of Labour Industrial Relations. Any registered award or determination supersedes any relevant legislation. Examples include:. Port Moresby Common Rules. Minimum Wage Determination No. Is a written contract of employment required?

If so, what main terms must be included in it? A written contract is not mandatory, but in the absence of a contract the provisions of the Employment Act and any relevant collective agreements will apply. All foreign employees must have both an entry permit visa and a work permit.

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The work permit and visa are unique to:. The role. Employers must maintain a register of all work permits granted. For more details see www. Termination and redundancy. There is no statutory requirement for management representation or for employees to be consulted in relation to corporate transactions. Employees must be treated fairly and in accordance with basic human rights. How is the termination of individual employment contracts regulated? The Employment Act details the law on termination of employment contracts. Either party can terminate an employment contract but a period of notice must be given, depending on the length of the contract.

The notice periods are:. One day if employed for a period of less than a month. One week if employed for a period of between one month and a year. Two weeks if employed for between one year and five years. Four weeks if employed for five years or more. In the alternative, either party can pay to the other a sum of money in lieu of notice. Termination without notice or payment is only permitted on certain grounds. The court can award any relevant damages to the party against whom the contract was terminated.


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Casual employees' contracts can be terminated without notice, but the employee is entitled to one full day's pay if the termination is without grounds. Are redundancies and mass layoffs regulated? Redundancies and mass layoffs are not regulated. Tax Taxes on employment.


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In what circumstances is an employee taxed in your jurisdiction and what criteria are used? Employees are taxed through salary or wages regardless of whether they are tax residents or not. Tax residents are given more favourable tax rates but are taxed on their worldwide income. An individual will be considered a tax resident after being physically present in Papua New Guinea for days or more during a tax year.

The salary or wages tax incorporates a number of earnings including:. Allowances paid in respect of or in relation to employment. Remuneration of any kind including remuneration through fees or otherwise for professional services, or services as an advisor, consultant or manager. What income tax and social security contributions must be paid by the employee and the employer during the employment relationship?

Tax resident employees The rates for tax residents are as follows:. Taxpayers who have only employment income and are solely taxed through the salary or wages tax do not complete an annual income tax return. Taxpayers with other income such as interest, dividends, rental income, trust distribution or partnership income must complete an annual income tax return. There is no social security tax but employees who are citizens must become a member of an Authorised Superannuation Fund ASF as soon as they have been continuously employed for three months.

Non-tax resident employees The rates for non-tax residents are as follows:.

Doing business in Papua New Guinea: overview | Practical Law

Non-tax residents must pay salary or wages tax on any payment received within Papua New Guinea, including wages or salary paid by a foreign contractor for employment performed in the country. A person or company who is deemed to be an agent of a foreign contractor can be held liable for any undercharged tax.

Superannuation contributions by non-citizen employees are voluntary. Employers Employers are responsible for paying the salary or wages tax of their employees, which is calculated every fortnight and sent to the Internal Revenue Commission IRC. The employer must pay the salary or wages tax deducted from their employees on the seventh day of each month. Any person or company that begins to employ staff must register as a group employer with the IRC within seven days. Once registered as a group employer, a group number is assigned, which is used for all payment advices, statements of earnings and any letters to the IRC about group tax.

All employers with 15 or more employees, whether they are citizens or non-citizens, must register with an ASF. The contribution rate for employers is 8.


  • General information.
  • About This Item.
  • BTI : Papua New Guinea Country Report.
  • The International Law Commission of the United Nations.

Business vehicles.