Division 3 of Part X of the Companies Act 1997 makes sure a company can always be found.
Section 161 — the requirement
(1) A company shall always have a registered office in the country.
(2) The registered office shall be identifiable and easily accessible to the public.
(3) Subject to section 162, the registered office at a particular time is the place described as its registered office in the register at that time.
(a) state the address, including the suburb and street name and number, or the allotment and section number, or the portion number; and
(b) where the registered office is at the offices of a firm or other person — state that fact and particulars of the location in any building of those offices; or where it is in a building occupied by persons other than the company — state particulars of its location in the building.
“Level 4, Suite 12, ABC Haus, Section 34 Allotment 8, Waigani” complies. A post office box does not — it is neither a street address nor a place accessible to the public.
The precision matters because the registered office is where the company records are kept under section 164, where the signed consents under sections 13A and 137(2A) must be produced, and where documents may be served. Many companies use their accountant’s or lawyer’s office, which is exactly the case paragraph (b) contemplates.
Section 162 — changing the registered office
(1) Subject to the constitution, the board may change the registered office at any time.
(2) Notice in the prescribed form shall be submitted to the Registrar for registration.
(3) The change takes effect on a date stated in the notice, not being a date earlier than 10 working days after the notice is registered.
There is a built-in delay of at least 10 working days after registration. Until then the old address remains the registered office for all purposes — including service of documents and production of records.
Plan a move accordingly: keep the old address staffed, or arrange for mail and process to be collected, until the change has taken effect. And note that changing the registered office is a Schedule 3 power that the board cannot delegate.
Compare the address for service: under section 168(3) a change takes effect not earlier than five days after registration — a shorter period, and also a non-delegable power under Schedule 3.
Section 163 — the Registrar may require a change
A company shall change its registered office where required to do so by the Registrar, by notice in writing sent to the company at its registered office. The notice shall —
(a) state that the company is required to change its registered office by a date not earlier than one month after the date of the notice;
(b) state the reasons for requiring the change;
(c) state that the company has the right to appeal to the Court under section 408; and
(d) be dated and signed by the Registrar.
A copy shall also be sent to each director.
Section 163(3) requires the Registrar to give reasons and to tell the company about its right of appeal — and subsection (4) requires a copy to go to each director personally, so the notice cannot be quietly ignored at an unattended address.
These requirements reflect the principles of natural justice under section 59 of the Constitution, which apply to decisions of the Registrar.
The company shall change its registered office (a) by the date stated in the notice, or (b) where it appeals and the appeal is dismissed, within five days after the decision of the Court.
Where a company fails to comply, every director commits an offence, penalty as in section 414(1).
Section 163(5)(b) gives the company the benefit of the appeal for this purpose — five days from dismissal. But note section 409: the exercise of the Registrar’s powers under Division 2 of Part XXI is not affected by the making of an appeal, and continues until a decision on the appeal is given. A company that needs the position held should seek an interim order.
What the registered office is used for
| What | Section |
|---|---|
| Company records — constitution, minutes, interests register, certificates, registers, communications, financial statements, share register, accounting records | s 164(1) |
| Signed consents of directors, secretaries and shareholders, producible on written request | ss 13A, 137(2A), 170(4A) |
| The place stated in the application for registration | s 13(2)(d) |
| Service of documents on the company | ss 431, 432 |
| Where the Registrar sends a section 163 notice | s 163(2) |
| Inspection of records by shareholders and the public | ss 216, 216A, 217 |
Under section 164(3), most records may be kept at another place the board thinks proper, provided notice in the prescribed form is submitted to the Registrar within one month of their first being kept elsewhere or moved. The share register is governed separately by section 68, and accounting records by section 189.
Sources
- Companies Act 1997 — ss 13, 13A, 68, 137, 161–168, 170, 188, 189, 216, 216A, 217, 408, 409, 414, 431, 432; Schedule 3
- Constitution — s 59
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.