- ARRANGEMENT OF SECTIONS
- 1. INTERPRETATION
- 2. CERTAIN PERSONS NOT TO CARRY ON BUSINESS
- 3. CERTAIN BUSINESS NAMES TO BE REGISTERED
- 4. PERSONAL NAMES, ETC.
- 5. BUSINESSES CARRIED ON BY OFFICIAL RECEIVERS, ETC.
- 6. CERTAIN TRANSACTIONS NOT AVOIDED.
- 7. REGISTER OF BUSINESS NAMES.
- 8. REGISTRATION OF BUSINESS NAMES.
- 9. RESIDENT AGENTS.
- 10. RESTRICTION ON REGISTRATION OF BUSINESS NAMES.
- 11. POWER TO CANCEL REGISTRATION OF BUSINESS NAMES.
- 12. RENEWAL OF REGISTRATION.
- 13. NOTIFICATION OF CHANGES IN REGISTERED BUSINESS NAMES, ETC.
- 14. DUTY TO FURNISH INFORMATION.
- 15. DISABILITY OF PERSONS IN DEFAULT.
- 16. SIGNING OF STATEMENTS.
- 17. VERIFICATION OF PARTICULARS.
- 18. FALSE STATEMENTS.
- 19. NOTICE OF PROPOSED CANCELLATION.
- 20. CANCELLATION OF REGISTRATION.
- 21. USE AND EXHIBITION OF BUSINESS NAME.
- 22. REGISTRAR MAY CORRECT ERRORS IN REGISTER, ETC.
- 23. INSPECTION OF STATEMENTS.
- 24. CERTIFICATES OF REGISTRATION OR NON-REGISTRATION.
- 25. EVIDENCE OF REGISTRATION OR NON-REGISTRATION.
- 26. AUTHORITY OF REGISTRAR TO DESTROY DOCUMENTS.
- 27. INVITATIONS TO THE PUBLIC TO MAKE DEPOSITS OR LOANS.
- 28. PROCEEDINGS AGAINST PERSONS UNDER A BUSINESS NAME.
- 29. OFFENCES COMMITTED BY CORPORATIONS.
- 30. EVIDENTIARY PROVISIONS.
- 31. SERVICE OF NOTICES.
- 32. REGULATIONS.
Business Names Act 1963
Chapter 145.
Business Names Act 1963 .
Certified on: / /20.
INDEPENDENT STATE OF PAPUA NEW GUINEA.
Chapter 145.
Business Names Act 1963 .
ARRANGEMENT OF SECTIONS.
1. Interpretation. 2. Certain persons not to carry on business. 3. Certain business names to be registered. 4. Personal names, etc. 5. Businesses carried on by official receivers, etc. 6. Certain transactions not avoided. 7. Register of business names. 8. Registration of business names. 9. Resident agents. 10. Restriction on registration of business names. 11. Power to cancel registration of business names. 12. Renewal of registration. 13. Notification of changes in registered business names, etc. 14. Duty to furnish information. 15. Disability of persons in default. 16. Signing of statements. 17. Verification of particulars. 18. False statements. 19. Notice of proposed cancellation. 20. Cancellation of registration. 21. Use and exhibition of business name. 22. Registrar may correct errors in register, etc. 23. Inspection of statements. 24. Certificates of registration or non-registration. 25. Evidence of registration or non-registration. 26. Authority of Registrar to destroy documents. 27. Invitations to the public to make deposits or loans. 28. Proceedings against persons under a business name. 29. Offences committed by corporations. 30. Evidentiary provisions. 31. Service of notices. 32. Regulations.
INDEPENDENT STATE OF PAPUA NEW GUINEA.
AN ACT
entitled
Business Names Act 1963 ,
Being an Act relating to business names and for related purposes. 1. INTERPRETATION.
(1) In this Act, unless the contrary intention appears–
“business” includes trade and profession; “business name” means a name, style, title or designation under which a business is carried on; “carrying on business” includes establishing a place of business and soliciting or procuring any order from a person in the country; “corporation” means any corporation formed or incorporated whether in or outside the country, and includes a foreign company within the meaning of the Companies Act 1997 ; “director”, in relation to a corporation, includes any person occupying the position of director of the corporation by whatever name called; “firm” means an unincorporated body of persons (whether consisting solely of individuals or of corporations or partly of individuals and partly of corporations) associated together for the purpose of carrying on business; “given name” includes a forename or personal name; “individual” means a natural person and does not include a corporation; “initial” includes a recognized abbreviation of a given name; “process” includes any writ, summons, plaint, pleading, order or document in or relating to any legal proceedings; “the register” means the register of business names kept under this Act; “the Registrar” means the Registrar of Companies under the Companies Act 1997 , and includes any Deputy or Acting Registrar of Companies; “the regulations” means any regulations made under this Act; “secretary” includes–
(a) in relation to a corporation–a person performing the duties of secretary of the corporation; and (b) in relation to a corporation registered under Part XX. of the Companies Act 1997 –the person or persons authorized to accept service in the country of documents on behalf of the corporation;
“this Act” includes the regulations.
(2) For the purposes of this Act, a person shall not be regarded as carrying on business within the country for the reason only that within the country he–
(a) is or becomes a party to an action or suit or an administrative or arbitration proceeding, or effects settlement of an action, suit or proceeding or of a claim or dispute; or (b) maintains a bank account; or (c) effects a sale through an independent contractor; or (d) creates evidence of a debt or creates a charge on property; or (e) secures or collects any of his debts or enforces his rights in regard to securities relating to his debts; or (f) conducts an isolated transaction that is completed within 31 days, not being one of a number of similar transactions repeated from time to time; or (g) invests any of his funds or holds property.
(3) For the purposes of this Act, a business name shall be deemed to be registered under this Act in relation to a person if it appears from the register that the person, alone or together with other persons, is carrying on business under that name.
2. CERTAIN PERSONS NOT TO CARRY ON BUSINESS.
(1) A person who is or has been convicted, within or without the country–
(a) on indictment, of an offence in connection with the promotion, formation or management of a corporation; or (b) of an offence involving fraud or dishonesty punishable on conviction with imprisonment for three months or more; or (c) of an offence under Division VIII.3 of the Companies Act 1997 , or under any corresponding law of a State or Territory of Australia,
and who carries on business in the country, except with the leave of a District Court Magistrate, alone or in association with other persons under a business name (other than a business name which consists of his name and the name of each other person (if any) in association with whom he is carrying on business, without any addition) within five years after his conviction (or if he has been sentenced to imprisonment, after his release from imprisonment), is guilty of an offence.
Penalty: A fine not exceeding K400.00 or imprisonment for a term not exceeding six months, or both.
Default penalty: A fine not exceeding K20.00.
(3) A person shall give the Attorney-General not less than 28 days’ notice of his intention to apply for leave under this section.
(4) The Attorney-General may be represented at the hearing of, and may oppose, an application under this section.
(5) Nothing in this section affects the operation of Section 3.
3. CERTAIN BUSINESS NAMES TO BE REGISTERED.
A person who, alone or in association with other persons, carries on business in the country under a business name is guilty of an offence, unless–
(a) the business name consists of the name of that person and the name of each other person (if any) in association with whom that person is carrying on business, without any addition; or (b) the business name is registered under this Act in relation to that person and each other person (if any) in association with whom that person is carrying on business,
and where the business name is registered, the provisions of Section 13 that are applicable have been complied with by or on behalf of the person or persons in relation to whom the name is registered.
Penalty: A fine not exceeding K200.00.
Default penalty: A fine not exceeding K20.00.
4. PERSONAL NAMES, ETC.
(1) For the purposes of Sections 2 and 3, the name of a person consists of–
(a) in the case of an individual–
(i) his full name; or (ii) his surname together with–
(A) his given name or names; or
(B) the initial or initials of his given name or names; or
(C) a combination of one or more of his given names and the initial or initials of his remaining given name or names; or
(D) the given name or names by which he is commonly known or the initial or initials by which he is commonly known, or any combination of one or more of those names and initials; or
(b) in the case of a corporation–its corporate name.
(2) For the purposes of Sections 2(1) and 3, the addition to a business name of words indicating that the business is carried on in succession to a former owner of the business shall not be deemed to be an addition to the business name.
5. BUSINESSES CARRIED ON BY OFFICIAL RECEIVERS, ETC.
Where a business is carried on–
(a) by an official receiver; or (b) by a trustee in bankruptcy; or (c) by a trustee under a deed or a scheme of arrangement entered into under the law relating to bankruptcy; or (d) by a receiver, manager or other person appointed by a court, or under the powers contained in an instrument, to carry on the business,
for the purposes of this Act the business shall be deemed to be carried on by the person who carried on the business immediately before the appointment of the receiver, trustee, manager or other person.
6. CERTAIN TRANSACTIONS NOT AVOIDED.
Notwithstanding this Act, a contravention of or failure to comply with a provision of this Act does not operate to avoid an agreement, transaction, act or matter.
7. REGISTER OF BUSINESS NAMES.
(1) The Registrar shall keep a register of business names registered under this Act in such form as he thinks proper.
(2) For the purposes of this Act, a statement lodged under this Act in relation to a business name registered under this Act, whether lodged before or after the registration, shall be deemed to be incorporated with and to form part of the register.
8. REGISTRATION OF BUSINESS NAMES.
(1) An application for the registration of a business name shall be accompanied by the prescribed fee and shall be made by lodging with the Registrar a statement in the prescribed form signed by the person or persons carrying on or proposing to carry on business in the country under that name, specifying–
(a) the business name; and (b) a concise description of the true nature of the business carried on or proposed to be carried on under the name by the applicant or applicants; and (c) the address of each place in the country where the business is or is proposed to be carried on showing, if the business is or is proposed to be carried on at more than one place in the country, which of those places is the principal place of business; and (d) the given names and surname, any former given names or surname and the usual place of residence of each applicant who is an individual, and the corporate name and the place of the registered office in the country of each applicant that is a corporation; and (e) the date or proposed date of commencement of carrying on business in the country under the business name by the applicant or applicants; and (f) where the business name is a name adopted by the applicant or applicants in substitution for another name–that other name.
(2) Where an applicant is an infant, he shall be so described and the date of his birth set out in the statement.
(3) Subject to this Act, on the lodging of a statement under Subsection (1) in relation to a business name the Registrar shall register the business name.
(4) On registering a business name, the Registrar shall issue a certificate of registration in the prescribed form signed by him.
(5) On payment of the prescribed fee, the Registrar may issue a further certificate of registration.
(6) A business name shall not be registered under this Act where the statement referred to in Subsection (1) is lodged with the Registrar on a date more than two months before the date shown in the statement as the proposed date of commencement of carrying on business.
(7) The Registrar may refuse to register a business name where he is not satisfied that the particulars set out in the statement lodged under Subsection (1) are correct.
9. RESIDENT AGENTS.
(1) Where a business name is required to be registered under this Act and the person or all of the persons carrying on or proposing to carry on business in the country under that name is not or are not resident within the country, or does not or do not have a fixed address or fixed addresses within the country, the statement referred to in Section 8(1) shall–
(a) include the name and address of some person resident in the country who, in relation to the carrying on of business under that name–
(i) has consented in writing to be the resident agent of the person or persons for the purposes of this Act; and (ii) is authorized in writing by the person or persons to accept, on behalf of the person or persons, service of notices for the purposes of this Act and of any process; and
(b) be signed by the person who has consented to be the resident agent.
(2) For the purpose of serving a notice or process under this Act, the address shown in a statement lodged with the Registrar under this Act as the address of the resident agent appointed for the purposes of this Act by the person or persons in relation to whom a business name is registered shall be deemed to be the address of a place where business is carried on by the person or persons under that name.
10. RESTRICTION ON REGISTRATION OF BUSINESS NAMES.
Except with the consent of the Minister, a business name shall not be registered under this Act where the business name is a name that, in the opinion of the Registrar, is undesirable, or is a name, or a name of a kind, that the Minister, under Section 22 of the Companies Act 1997 , has directed the Registrar of Companies not to accept for registration under that Act.
11. POWER TO CANCEL REGISTRATION OF BUSINESS NAMES.
(1) Where a business name that could not be registered under this Act without contravention of Section 10 is registered through inadvertence or otherwise, the Registrar may send by post a notice addressed to the person or persons in relation to whom the name is registered at the place shown in the register as the place where business is carried on under that name–
(a) stating that he proposes to cancel the registration of that name on the expiration of a period of not less than two months specified in the notice; and (b) setting out his reasons for the proposed cancellation,
and, on the expiration of that period, if the notice has not been annulled under Subsection (2) the Registrar may cancel the registration of that name.
(2) The Minister may, at any time before the expiration of the period specified in a notice given by the Registrar under Subsection (1), annul the notice.
(3) The Registrar may remit any fee payable in respect of an application for the registration of a new business name in place of a business name the registration of which is cancelled under Subsection (1).
12. RENEWAL OF REGISTRATION.
(1) Subject to this Act, the registration of a business name remains in force for a period of three years, but the registration may from time to time be renewed by lodging with the Registrar, at any time within the period of one month before or after the expiry of the registration, a statement in the prescribed form signed by the person or one of the persons in relation to whom the name is registered and accompanied by the prescribed fee.
(2) Before or after the expiration of the registration of a business name, but not earlier than two months before the expiration, the Registrar shall send by post to the person or persons in relation to whom the business name is or was registered, at the place shown in the register as the place where business is carried on under that name, a notice of the date on which the registration is due to expire or has expired, as the case may be.
(3) Where the registration of a business name has expired, the Registrar shall not accept for registration from any person or persons, other than the person or persons in relation to whom the business name was registered, a business name that is identical with that business name, or that in the opinion of the Registrar so nearly resembles it as to be calculated to deceive, until the expiration of two months after the sending of the notice referred to in Subsection (2).
13. NOTIFICATION OF CHANGES IN REGISTERED BUSINESS NAMES, ETC.
(1) Where a business name is registered under this Act and a change occurs–
(a) that renders the description of the nature of the business lodged with the Registrar insufficient to disclose the true nature of the business; or (b) in relation to the place or places in the country at which business is carried on under that name or in the address of any such place; or (c) in the registered particulars relating to the resident agent of the person or persons in relation to whom the name is registered,
there must be lodged with the Registrar within one month after the change, or within such further time as the Registrar (before the expiration of that period) allows, a statement in the prescribed form, signed by the person or one of the persons in relation to whom the name is registered at the time of the change, notifying the Registrar of the particulars of and of the date of the change.
(2) Where a change occurs–
(a) in the given name or surname or the place of residence of any person, being an individual, in relation to whom a business name is registered under this Act; or (b) in the corporate name or the place of the registered office in the country of a person, being a corporation, in relation to which a business name is registered under this Act,
there must be lodged with the Registrar within one month after the change, or within such further time as the Registrar (before the expiration of that period) allows, a statement in the prescribed form, signed by that person, notifying the Registrar of the particulars of and the date of the change.
(3) Where a business name is registered under this Act in relation to a person or persons and that person ceases, or all or any of those persons cease, to carry on business in the country under that name, there must be lodged with the Registrar within one month after the cessation, or within such further time as the Registrar (before the expiration of that period) allows, a statement in the prescribed form notifying the Registrar of the cessation and of the date of the cessation, signed by each person who was carrying on business under that name immediately before the cessation or, in the case of a deceased person, by his personal representative.
(4) Where, immediately after a cessation referred to in Subsection (3), the person or all of the persons carrying on business under the business name is not or are not resident within the country, or does not or do not have a fixed address or fixed addresses within the country, the statement referred to in that subsection shall–
(a) include the name and address of some person resident in the country who, in relation to the carrying on of business under that name–
(i) has consented in writing to be the resident agent of the person or persons for the purposes of this Act; and (ii) is authorized in writing by the person or persons to accept, on behalf of the person or persons, service of notices for the purposes of this Act and of process; and
(b) be signed by the person who has consented to be the resident agent.
(5) Where a business name is registered under this Act in relation to a person or persons and another person or other persons commences or commence to carry on business in the country under that name in the place of, or in association with, any person or persons in relation to whom the name is already registered, there must be lodged with the Registrar within one month after the commencement, or within such further time as the Registrar (before the expiration of that period) allows, a statement in the prescribed form notifying the Registrar of the commencement and of the date of the commencement, signed by each person carrying on business under that name immediately after the commencement and specifying, in relation to each person required to sign the statement–
(a) in the case of an individual–
(i) his given names and surname and any former given names or surname; and (ii) his usual place of residence,and where he is an infant, he shall be so described and the date of his birth set out in the statement; or
(b) in the case of a corporation–
(i) the corporate name; and (ii) the place of the registered office in the country of the corporation.