Part XXI of the Companies Act 1997 creates the office that administers the whole scheme. In practice the Registrar sits within the Investment Promotion Authority.
Sections 394 and 395 — the Registrar and the register
There shall be a Registrar of Companies and such Deputy Registrars as are required, with the functions, duties and powers the Act confers. A Deputy Registrar may exercise the Registrar’s powers subject to the Registrar’s directions.
The Registrar shall keep a register of companies and of overseas companies, containing the documents and particulars the Act requires to be registered.
Sections 395A and 395B were added to deal with error: the Registrar may rectify or correct entries in the Papua New Guinea register, and the Court has power to make orders about the register. Section 397 provides for the re-registration of lost documents.
Sections 396 and 398 — registering documents and proving them
Where a document is required or permitted to be registered, the Registrar registers it if it complies with the Act and is accompanied by the prescribed fee. The Registrar may refuse to register a document that does not comply, is not in the prescribed form, is illegible or incomplete, or contains matter contrary to law — and may require it to be amended or replaced.
The registers are open to inspection by any person on payment of the prescribed fee, and a certificate or certified copy issued by the Registrar is admissible in evidence as the section provides.
Section 398 is what makes a company search possible. Read with section 20 — under which registration gives no constructive notice — the position is: you may look, and you should look, but you are not deemed to have looked. Sections 216A and 219 deal separately with public and shareholder inspection of company records.
Section 399 provides for notice by the Registrar, section 411 for fees, and section 412 for relief from fees for certain companies. Section 410 limits the liability of the Registrar.
Division 2 — inspection and investigation
| Section | Power |
|---|---|
| 400 | Powers of inspection — to require production of, inspect and take copies of relevant documents, and to enter premises for that purpose in the circumstances the section allows |
| 401 | To require a person to give an explanation of any matter in a relevant document |
| 402 | Powers where a relevant document is not produced — to require a statement of where it is |
| 403 | Examination of persons — on oath, about the affairs of the company |
| 404 | Self incrimination — the protection, and the limits on the use of the answers |
| 405, 406 | Examination in private, and a record of the examination |
| 407 | Disclosure of relevant documents and records of examination |
Refusing to produce documents, obstructing an inspection, or giving false information engages Part XXII — in particular section 413 (failure to comply with the Act), section 420 (false statements) and section 422 (falsification of records). Section 407 controls onward disclosure of what the Registrar obtains.
Section 220 sits alongside these: on the application of a shareholder or the Registrar, the Court may order an investigation of a company’s records.
The Registrar’s other functions across the Act
- Registration and incorporation — ss 14, 15; and name reservation and a direction to change name — ss 21–25.
- Annual returns — s 215, and alteration of the register under s 215A.
- Registration of charges — ss 222–231.
- Amalgamations — registering the proposal and issuing the certificate of amalgamation, ss 236–239.
- Removal from the register and restoration — ss 365–381, including acting as representative of a defunct company under s 372 and disclaiming property under s 374.
- Overseas companies — ss 382–393.
- Prohibiting a person from managing companies — s 428.
- Prosecutions — s 418.
Division 3 — appeals from the Registrar
A person aggrieved by an act or decision of the Registrar under the Act may appeal to the Court within the time and in the manner prescribed, and the Court may approve the Registrar’s act or decision or give such directions or make such determination as it thinks fit.
The exercise of powers under Division 2 is not affected by the making of an appeal or application: the Registrar may continue to act until a decision on the appeal or application is given. A party who needs the position held must seek an interim order from the Court; lodging the appeal is not enough.
Where the complaint is legal error or a denial of natural justice rather than the merits, judicial review is also available in the National Court under Order 16 of the National Court Rules and section 155(4) of the Constitution, and the principles of natural justice under section 59 of the Constitution apply to the Registrar’s decisions.
Sources
- Companies Act 1997 — ss 14, 15, 20–25, 215, 215A, 216A, 219, 220, 222–231, 236–239, 365–381, 382–393, 394–412, 413, 418, 420, 422, 428
- Constitution — ss 59, 155(4)
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.