Business entities in Papua New Guinea in 2022

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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

  LLC Branch Rep office
How long to set the company up? 8 weeks 8 weeks 8 weeks
How long to open company bank account? 4 weeks 4 weeks 4 weeks
Legal liability? Limited Unlimited Unlimited
Wholly foreign owned? Yes Yes Yes
Minimum paid-up share capital? US$0 US$0 US$0
Must file annual tax return? Yes Yes Yes
Tax Registration required? Yes Yes Yes
Corporate bank account recommendation ANZ ANZ ANZ
Does our Client need to travel? No No No
Resident director required? No No No
Resident shareholder required? No No No
Minimum directors allowed? 1 N/A N/A
Minimum shareholders? 1 N/A N/A
PNG company secretary required? No No No
Corporate shareholders allowed? Yes Yes Yes
Corporate director(s) allowed? Yes N/A N/A
Public register of shareholders and directors? Yes Yes Yes
PNG corporate tax rate? 48% 48% 0%
Annual financial statements required? Yes Yes No
Statutory audit required? Yes No No
Allowed to issue sales invoices? Yes Yes No
Allowed to sign contracts? Yes Yes No
Allowed to import and export goods? Yes Yes No
Can rent an office in PNG? Yes Yes Yes
Legal Tax Exemption if properly structured Yes Yes Yes
Allowed to hire staff Yes Yes Yes
Estimate of total business setup costs in Yr. 1 US$17,830 US$13,980 US$13,980
Estimate of total annual costs thereafter (excl. accounting and tax fees) US$5,340 US$5,340 US$5,340
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Contact us

For additional information on our business setup services in Papua New Guinea, please contact our in-house country expert, Ms. Lee Wen Bin, directly:
Consultant at HC - Wen Bin
  • Ms. Lee Wen Bin
  • Client Engagements Department, Deputy Director
  • Contact me!
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