Every company name in Papua New Guinea passes through a reservation step. Sections 21 and 23 of the Companies Act 1997 set it up.
Section 21 — no registration without reservation
The Registrar shall not register a company under a name, or register a change of name of a company, unless the name has been reserved.
The rule applies at both ends: at incorporation, where section 13(1)(e) requires the application to be accompanied by a notice reserving a name, and on a change of name, where section 24(1)(b) requires the same.
Section 23 — applying for a reservation
(1) An application for reservation shall be made to the Registrar in the prescribed form.
(2) The Registrar shall not reserve a name where section 22 prohibits registration of a company with that name.
(3) The Registrar shall advise the applicant by notice in writing —
(a) whether or not the name has been reserved; and
(b) where it has, that unless the reservation is sooner revoked, the name is available for registration of a company with that name, or on a change of name, for two months after the date stated in the notice.
The window runs from the date stated in the notice, not from the date you receive it. And the reservation is expressly subject to being sooner revoked by the Registrar — typically where the Registrar concludes the name should not have been reserved.
Plan the incorporation so the application is lodged well inside the two months. If the window closes, the name is available again to anyone.
What to check before applying
| Check | Why |
|---|---|
| The companies register for identical or almost identical names | Section 22(2)(b) prohibits registration of a name identical or almost identical to the name of another company |
| Names already reserved and still available | Section 22(2)(c) applies the same bar to reserved names |
| Whether use of the name would contravene any law | Section 22(2)(a) |
| Whether it is undesirable, misleading, deceptive or offensive | Section 22(3), which requires the Minister’s consent to overcome |
| The Register of Trade Marks | A company name is not a trade mark, and using it may still infringe someone’s registered mark |
| Registered business names | Under the Business Names Act (Chapter 145), a separate register with separate rules |
| Whether the name suggests official or regulated status | “Bank”, “Trust”, “National” and similar words invite objection, and banking words engage the Banks and Financial Institutions Act 2000 |
The ending: “Limited”
The registered name of a company shall end with the word “Limited” where the liability of the shareholders is limited.
Under section 26(3) the company may use “Ltd” for “Limited”, “Co” or “Coy” for “Company”, and “&” for “and”. Section 424 makes the improper use of “limited” an offence — so an unincorporated business must not present itself as a limited company.
A reserved name is not a brand
- Company name — identifies the legal person on the companies register. Governed by Part IV of this Act.
- Business name — identifies who is trading under a name. Governed by the Business Names Act (Chapter 145). No separate legal person, no limited liability.
- Trade mark — the exclusive right to use a sign for goods or services, under the Trade Marks Act (Chapter 385).
Reserving and registering a company name gives you none of the trade mark rights in section 49 of that Act, and is no defence to an infringement claim under section 53 or to an action in passing off. A business that intends to build a brand should reserve the company name and file a trade mark application.
If the Registrar refuses
Section 23(3)(a) obliges the Registrar to advise whether or not the name has been reserved. If it is refused, the options are:
- Change the name — usually the quickest course, adding a distinctive element rather than a descriptive one.
- Seek the Minister’s consent where the objection is under section 22(3) — undesirable, misleading, deceptive or offensive, or a name of a kind the Minister has directed the Registrar not to accept.
- Appeal — under section 408, a person aggrieved by an act or decision of the Registrar may appeal to the National Court, which may approve the decision or give such directions or make such determination as it thinks fit. Note section 409: an appeal does not by itself suspend the Registrar’s powers.
Sources
- Companies Act 1997 — ss 13, 21–26, 408, 409, 424
- Business Names Act (Chapter 145)
- Trade Marks Act (Chapter 385)
- Banks and Financial Institutions Act 2000
Before relying on anything here, read the current text of the Companies Act 1997 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.