Business entities in Papua New Guinea

Business entities in Papua New Guinea

different business entity types for company setup

Wholly foreign owned entities

100% foreign ownership is permitted for the various Papua New Guinea company entities. Neither a resident director nor a company secretary is required for establishing a company.

Limited liability company

This is the most common entity used for doing business in Papua New Guinea. It is also known as a private limited. As always, the company is a separate legal entity or ‘person’. In particular, a company is separate from its owners, shareholders and the persons who run it, the directors. All PNG LLCs must have one director and one shareholder. There are no minimum share capital requirements. PNG companies that are 50 percent or more owned by foreign investors require certification from the Investment Promotion Authority. Additionally, some activities are reserved for PNG nationals.

PNG branch

The establishment of a PNG branch may be preferable to incorporating a subsidiary if one of the objectives is to consolidate the financial results of the parent company.

Representative office

A PNG Representative Office can also be 100% foreign-owned and controlled, but is not permitted to make direct sales in PNG. Where a foreign company does not intend to carry on business in PNG it may seek to establish a representative office. Such an office must however only engage in activities which will not amount to carrying on business, for example market research.

Table of comparison between Papua New Guinea entities

 LLCBranchRep office
How long to set the company up?8 weeks8 weeks8 weeks
How long to open company bank account?4 weeks4 weeks4 weeks
Legal liability?LimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYes
Minimum paid-up share capital?US$0US$0US$0
Must file annual tax return?YesYesYes
Tax Registration required?YesYesYes
Corporate bank account recommendationANZANZANZ
Does our Client need to travel?NoNoNo
Resident director required?NoNoNo
Resident shareholder required?NoNoNo
Minimum directors allowed?1N/AN/A
Minimum shareholders?1N/AN/A
PNG company secretary required?NoNoNo
Corporate shareholders allowed?YesYesYes
Corporate director(s) allowed?YesN/AN/A
Public register of shareholders and directors?YesYesYes
PNG corporate tax rate?48%48%0%
Annual financial statements required?YesYesNo
Statutory audit required?YesNoNo
Allowed to issue sales invoices?YesYesNo
Allowed to sign contracts?YesYesNo
Allowed to import and export goods?YesYesNo
Can rent an office in PNG?YesYesYes
Legal Tax Exemption if properly structuredYesYesYes
Allowed to hire staffYesYesYes
Estimate of total business setup costs in Yr. 1US$9,980US$13,980US$13,980
Estimate of total annual costs thereafter (excl. accounting and tax fees)US$5,340US$5,340US$5,340
Draft InvoicePNG LLC invoicePNG Branch invoicePNG RO invoice

Contact us

For additional information on our business setup services in Papua New Guinea, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Grace Odhiambo, directly:
client relationship officer - Grace
customs Prime minister office png ports corporation travel png chamber of commerce and industry bank of papua new guinea immigration