Investment Promotion (Amendment) Act 2023 (No. 2 of 2023)

Section 3 of the Principal Act is amended in Subsection (1) - (a) by repealing the definition of "activity" and replacing it with the following: ""activity" means - (a) an activity set out in the publication entitled International Standard Industrial Classification of All Economic Activities (ISIC) published by the Department of Economic and Social Affairs, Statistical Office of the United Nations, as amended from time to time; or . (b) an activity set out in the publication entitled the Papua New Guinea Standard Industrial Classification, published by the National Statistics Office, as amended from time to time; or (c) any activity reserved for a citizen under Section 27; or (d) any activity restricted under Section 27A, and includes all other antecedent and incidental business activities which are reasonably required to be conducted by an enterprise iD:_ carrying on business in that activity in respect of which it is certified to carry on business;"; and (b) by inserting after the definition of "Authority", the following new definition: ""beneficial owner" means a natural person or persons who ultimately owns or controls a share or other membership interest, respectfully, or who exercises ultimate effective control over a legal person or arrangement affecting shares or membership interests;"; and (c) by inserting after Paragraph (o) in the definition of "carrying on a business", the following new paragraph: Investment Promotion (A11iendmint) ""(oa) is a person engaged in the practice of accounting~ archite~fifre, engineering,·law, dentistry, medicine or veterinary medicine, and who is present in Papua New Guinea temporarily, from tiine to tiine, authorised to provide professional services; .or";· and .. (d) by deleting . "or Section . . 36E" in the. definition • ., "of "certificate"; and (e) by inserting a~er the definition of''investment", the following new definition: ""listed foreign enterprise" means a company iisted ori any stock exchange iri Papua New Guinea or any stock exchange whichis a member oftlie World Federation of Exchang~s;"; and.. • •• • • • (j) by inserting afterthe definition of "officer", the following new definitions: ""prescribed form or format" includes a form or fohtiat approved by the Registrar; "register" means the foreign investment register established under Section 40C; "Registrar" means the Registrar of Foreign Investment appointed under Section 40A;''; and . (g) by inserting after the definition of "repealed Act", the following new definition: '"'sign" in relation to information that is filed electronically, includes an electronic signature if - (a) the signature identifies the person signing; and (b) the signature indicates that person's approval of the information; and (c) the method of signing is approved by the Registrar;"; and (h) by inserting after the definition of "this Act", the followingnew definition: ""writing" includes - (a) Jhe recording of words in a permanent and legible form; or (b) the recording of words by electronic means that can be retrieved and read; or (c) the display of words by any form of electronic or other means of communication that is subsequently recorded by electronic means that can, by ariy means, be retrieved and read.". 2. FUNCTIONS OF THE INVESTMENT PROMOTION AUTHORITY (REPEAL AND REPLACEMENT OF SECTION 6). The Principal Act is amended by repealing Section 6 and replacing it with the following: "6. FUNCTIONS OF THE INVESTMENT PROMOTION AUTHORITY. (1) The filnctions of the Authority, in accordance with any directions of the National Executive Council or the Minister on development objectives and policies, are - (a) to advise the Minister and National Executive Council on all matters relating to foreign and domestic investment in Papua New Guinea, including- -2- (i) the de;elo;m~ntofPapuaNew Guinea's national investment policy; and •• • • (ii) the scope and appropriateness of any ameridme11tsto the Reserved A~tivities List and the Restricted ActivitiesList; and (b) to advise the Minister on the development and maintenance of an efficient, effective, and timely regulatory environment for)nvestment in Papua New Gui:p_ea;and . •. , . ...·. . .. · . . .. .. (c) to advise the Minister on policy issues which relate t◊ this Act; and (d) to provide info~ation to investors iri the country and overseas; and (e) to encourage and facilitate· investment in the. country by assisting investors to obtain all necessary licences, compliances and approvals; and • • • if) to facilitate the introduction of citizens and foreign investors to each other and to activities and investments ofmutual benefit; and (g) ••to facilitate citizen participation iri investment and in the.ownership of national and foreign enterprises; and · (h) to provide a system of certification of foreign enterprises and to require that a foreign enterprise may only carry on business if so certified; and (i) to monitor the activities of foreign enterprises so as to determine whether or not a foreign enterprise is certified and complies with the tenns and conditions of its certificate to carry on business in the country; and (j) to maintain registers of foreign certifications. and foreign investment opportunities; and (k) to carry out such other functions as are given to the Authority by this Act or by any other law; · and (l) generally to do such supplementary, incidental or consequential acts and things as are necessary or convenient for carrying out its functions. (2) The Board shall discharge the functions set out in Subsections (l)(a), (b) and (c). (3) The Managing Director shall discharge the functions set out in Subsections (l)(d), (e), if) and (g) .. (4) The Registrar shall discharge the functions set out in Subsections (l)(h), (i) and (j).". 3. BOARD FOR THE INVESTMENT PROMOTION AUTHORITY (AMENDMENT OF SECTIONS).

Section 8 of the Principal Act is amended by repealing Subsection (2) and replacing it with the following: "(2) The Board shall - (a) perform the functions, exercise the powers and manage and direct the affairs of the Authority; and (b) determine the strategic direction that will contribute to achieving the mission and goals of the Authority; and (c) approve annual budgets and work plans of the Authority; and (d) monitor the performance of the Authority in accordance with annual plans and budget.", -3- ·' !nvesti1te1it . . ' Proniotio;,. (Amendment) • • ' . 4. MEETINGSOFTHE BOARD (Am:N.Dl\fENT OF SECTION 15). Section 15ofthe Principal Act is amended by inserting immediately after Subs.ection(3), the following new s~bsection: · • • • • • "(3A) • A meeting of theBoard may be held either in person or by means of audio, or audio and visual, communication by which all Board members participating and constituting a qmm1m may simult~eously hear each other throughout the meeting.". 5. DISCLOSURE OF INTEREST nx MEMBER OF THE BOARD (REPEAL AND JlEPLACEMENT OF SECTION ·16). . ..· • . • . · · .•. • . ·· . • ••• • • • • Section 16 of the Principal Act is.repealed and replaced with the following: "16. DISCLOSURE OF INTEREST BY MEMBER OF THE BOARD. (1) In this section - •• "direct or indirect interest" means a financial interest of a Board member or a related person in a transaction that would reasonably be expected to impair the objectivity of the Board member's judgment when participating in action on the authorisation of the matter being considered; . "related person" means the Board member's spouse, a child, stepchild, grandchild, parent, step-parent, grandparent, sibling, step-sibling, half-sibling, aunt, uncle, niece, nephew, or first cousin (or spouse of any thereof) of the member or of the member's spouse, or an individual living in the same home as the member, or an entity controlled by the member. (2) A member of the Board who has a direct or indirect interest in a matter being considered or about to be consideredby the Board shall, as soon as possible after the relevant facts have come to his knowledge, disclose the nature of his interest at a meeting of the Board. (3) A disclosureunder Subsection(2), shall be recorded in the minutes of the Board, and the member- (a) shall not take part, after the disclosure, in any deliberationor decision of the Boardin relation to the matter; and ( b) shall be disregardedfor the purposes of constitutinga quorum of the Board for any such deliberationor decision.". 6. CERTIFICATION (AMENDMENT OF SECTION 25).

Section 25 of the Principal Act is amended in Subsection (1) by repealing the word "Authority" and replacing it with "Registrar". 7. MINISTER MAY DECLARE ENTERPRISE TO BE A FOREIGN ENTERPRISE .(AMENDMENT OF SECTION 25A).

Section 25A of the Principal Act is amended by repealing the word "Authority" and replacing it with "Registrar". 8. EXEMPTION (REPEAL AND REPLACEMENT OF SECTION 26). The Principal Act is amended by repealing Section 26 and replacing it with the following: "26. EXEMPTION. (1) Subject to Subsections (2) and (3), where, in the opinion of the Registrar, the activity in which a foreign enterprise intends to engage or is engaged in is intended - -4- . . 1nvestnient Pioinotion (Amemlnient) • ••. , (a) priniarilyforreligimis, charitable, educational or some other socially useful purpose; or . .. (b) for a non-prnfit purpose (other than as specified in Paragraph (a))that is sociallydesirable and to be encournged; or . •• . ••. • • •• (c) ·fora combiria1ion of any of the purposes specified in Paragraphs (a) and (b), the Registrar may, by written notice to tha_tforeign enterprise; exempt that enterprise from any ·of the provisions of this Act. • • • •• • •• • • • •• . ' . . (2) . Before granting an exemption under Subsection (1), the Registrarshall give notice on ail internet site maintained by the Authority to which the public has access that at the expiration of 30 days from the date of publication of the notice, h~ proposes to grant ah exemption. • • • • . . . . .. . ' (3) A person may, withiri 10 working days of the public~tion of a notice referr~d to in Subsection (2), object to the proposed exemption in writing to the Registrar in the prescribed form.· • • •• (4) The Registrar shall consider any objection received and shall thereafter determine whether or not to grant an exemption within 30 working days of the expiration of the period refen-ed to in Subsection (3).". 9. RESERVED ACTIVITIES (AMENDMENT OF SECTION 27).

Section 27 of the Principal Act is amended - (a) by repealing Subsection (1) and replacing it with the following: "(1) The Regulations may prescribe activities which are reserved for citizens in accordance with Section 44 and Section 44AA."; and (b) by repealing Subsections (2) and (3). 10. NEW SECTIONS 27A, 27B, 27C AND 27D. The Principal Act is amended by inserting, immediately after Section 27, the following new sections: "27A. RESTRICTED ACTIVITIES. (1) Regulations may prescribe activities which a foreign enterprise may carry on, subject to the foreign enterprise satisfying a condition or conditions in relation to the activity in accordance with Section 44 and Section 44AA. (2) • Regulations may prescribe conditions in reference to any or all of the following, which may vary based upon the activity: (a) a minimum level of investment required to undertake the activity, including the form the investment must take; •or . • . . (b) minimum levels of citizen or national enterprise equity ownership of the enterprise canying outthe activity; or (c) any other prescribed conditions. • -5- •••• •Im~estmeiit Promotion {Amendment) • • : . . . . . (3) •An ~nterprise which is not a citizen and which is lawfully carrying on business prior iothec.orrunenc'ement ofa R.egulati()n111a<ie under Subsection (1), may continueto cari-yon b:us1nessin that restricted activity and is not required to comply with the •• conditions prescribed for the restricted activity. •. ' • ( 4) .Anenterprise carrying on husiness in accordance with Subsection (3) shall continue to not be required to comply with conditions prescribed for the restricted activity if there is a subsequent change in ownership, sha1:eholdingor beneficial ownership or control of the enterprise... • • . ·. • :.. •. • • .. •• . : .' . . . ··. 27B. ACTIVITIES NOTTO BE RESERVED ORRESTRICTED. An activity shall not be included in the list of activities reserved .under Secti.on 27(1) or restricted under Section 27A(l).: •• (a)·, unless a! least one citizen· of Papua New Guinea, whether by himself, is - • (i) a member of a joint venture; •or (ii) • a partner in a partnership; or (iii) atrustee; or (iv) art ageht or employee, and carries out the activity in Papua New Guinea; and (b) unless at least 10 business operators conduct the activity in Papua New Guinea; and (c) if it is carried on as a business, or part of a business, that produces or supplies goods or services which are used regularly by, or are otherwise important to, the operation of other businesses in Papua New Guinea. 27C. REVIEW OF RESERVED ACTIVITIES LIST AND RESTRICTED ACTIVITIES LIST. (1) The Board shall review the Reserved Activities List and the Restricted Activities List, including the prescribed conditions applicable to the Restricted Activities List, at intervals of not more than three years. (2) In undertaking the review, the Board shall have regard to, but is not limited to, the following principles: (a) keeping the lists as short as possible; and (b) reduction over time of the number of activities contained in the lists to encourage competition within the economy of Papua New Guinea; and (c) providing clear definitions of each activity to enable effective monitoring and enforcement of conditions; and (d) inclusion of an activity only if consistent with Papua New Guinea's commitments and obligations under international, regional, and bilateral trade and investment agreements; and (e) no inclusion of an activity without appropriate provision for existing foreign investors who have been issued with a valid certificate in relation to that activity to continue carrying on that activity. -6- (3) In undertaking the. review, the Board shall - (a) prepare a list of activities proposed to be considered for inclusion in the Reserved Activities List and Restricted Activities List; including proposed conditions for activities for cor1siderati6,nin the Restricted Activities List;. and • • •.. • .·•· • . • · ·• •• • ( b) ensure the proposed activities and conditions are published on an internet site maintained· by the A11thorityto which members. of the public JJ.aveaccess; and • •• • (c) consult with- . • • ..• . · • .. • (i) felevant stakeholders, including stakeholders at national and local levels of government, stakeholders in the private secfor, arid non-governmental organisations; and • (ii) the genernlpublic. • . . (4) Tlie Board must complete its review no soonerthan six months from the date that the proposed activities and conditions are published under Subsection (3)(b). (5) The Board must prepare a report of its review, including - (a) recommendations for the inclusion or removal of activities in the Reserved Activities List; and (b) recommendations for the inclusion or removal of activities in the Restricted Activities List, including the prescribed conditions applicable to activities in the Restricted Activities List, and provide the report to the Minister within 10 working days of finalising the report. 27D. REVIEW BY MINISTER. (1) The Minister shall, within 20 working days after receiving a report, accept or reject the recommendations submitted in accordance with Section 27C(5). (2) Ifthe Minister rejects a recommendation, whether for an amendment to the lists or not, the Minister shall - (a) make public a statement of his reasons for rejecting the recommendation; and (b) ensure that the statement is published on an internet site maintained by the Authority to which members of the public have access.". 11. APPLICATION FOR CERTIFICATION (REPEAL AND REPLACEMENT OF

SECTION 28). The Principal Act is amended by repealing Section 28 and replacing it with the following: "28. APPLICATION FOR CERTIFICATE. (1) In this Part and in Part VII, unless the contrary intention appears, a person is deemed to be an owner of an enterprise, if that person has - (a) ownership of any shares in, or any part of the enterprise; or (b) the power to control or otherwise direct the actions or activities of the enterprise; or (c) ownership of any shares in, or any part of an enterprise which owns shares in, or owns any part of the enterprise. -7- . .. ' Investntent Promotion (Amend,nent) • (2) For the purposes of this section, it is·•ifumaterialwhether ownership or ·control"' (a) is direct otinclirect, express or implied, or formal or infonnal; . or (b) is ·capable ofbeing acquired or exercised only as a result ofan agreem¢nt, arrangement, understanding or practice whether conditional or 1.mconditicm~t • •• • .. .: • . ,' . :• ~ : . . (3) Aforeign enterprise may apply to the Registrar for a certificate under this Part; . . (4) An application under Subsection (3)shall be in the prescribedform and format, signed by the applicant, and contain the following particulars: (a) · the name of the applicant; and • (b) the applicimt's phys1cal address in Papua New Guin.ea and a physical address for service in Papua New Guinea; and (c) the applicant's contact details, including email address; and (cf) the name, address, ahd contact details, including email address, of the applicant's representative in Papua Guinea; and (e) if the applicant is an individual, the individual's address in his country of residence; and (fJ if the applicant is a trust, partnership, joint venture, or unincorporated body - (i) the name and residential address of each of the trustees, partners, or members who are individuals; and (ii) .the name, address in the country of incorporation, and registration number in that country for each trustee, partner, or member that is an incorporated body; and (g) if the applicant is an incorporated body - (i) its address in its country of incorporation and registration number in.that country; and (ii) the names and residential addresses of each of its directors or equivalent; and (h) in respect of each proposed business activity - (i) the nature of the activity; and (ii) a description of the investment and business operations relating to the activity, including proposed capital investment and creation of employment; and (iii) the proposed location or locations of the activity; and (i) any other prescribed information. (5) The application shall be accompanied with the prescribed fee and be accompanied by such information as the Registrar may require. (6) The application shall disclose whether - (a) the applicant is an undischarged bankrupt in any jurisdiction, in the case of an individual; or -8- . In~is~me'nt ;romotiim (Ahiindment) •• (b) any trustee, pa~ner,or membe1~ofthe applicantis an undischarged bank:rnpt in any jtirisdiction orin liquidation; receivership, or • • voluntary administration in any jurisdiction; in the case of an applicant that is a trust, partnetship,joint ventute,or unincorporated body;. or (c) the applicant is in liquidation, receivership, orvoluntary ~dministratioii in any jurisdiction, in the case of an applicant that is an incorporated, body; or..,c •. ... . . . •. . .. · • ·•· •- •• (d) the applicant has ·;:i.civil judgement registered against him which remains unsatisfied; or . • • •. • • (e) the applicant has been convicted of, or is currently charged with, any offence in any country'. • (7) . SubjecttoSection 32, where there is an alteration in any ofthe particulars supplkd under Subsection (4), the enterprise shall notify the Registrar in writing o(thealteration within 10 working days of the date ofthe alteration. (8) In addition to the information referred to ili Subsection (4), a foreign enterprise applying under Subsection (3) shall provide to the Registrar a copy of any agreement or other document relating to the management or proposed management of the foreign enterprise. (9) The Registrar shall grant an application made under Subsection (3) unless - (a) the applicant proposes to carry on an activity that is reserved for citizens; or (b) ih the opinion of the Registrar, the application is incorrect or misleading or does not otherwise comply with this Act or the Regulations; or (c) the applicant and any enterprise who is, or is proposed to be, an owner, officer, director or partner of the applicant or is otherwise associated. with the applicant has - (i) a civil judgement registered against him or it in the country or elsewhere and such judgement is proper and remains unsatisfied; or • (ii) been convicted of any offence punishable by a term of imprisonment of one year or longer or a fme ofKI0,000.00 or equivalent whether in the country or elsewhere; or (iii) been adjudicated bank:rnpt or insolvent or has been wound-up or has had a receiver or a receiver and manager appointed within the 10 years prior to making the application; or (d) the Registrar on reasonable grounds is of the opinion that the application is not genuine, in any of which cases the Registrar must not grant the application. (10) Upon the grant of an application to carry on a business in a restricted activity or activities, the applicant shall comply with all conditions specified in the certificate. (11) Written notice of the grant or refusal of an application under this section must be given to the applicant within five working days of the making of a complete and correct application. -9- '. Investment P1~oi1i~tion(AHii11dme11t) {12) •.• I{~n application und~r this section is refused, or a d~rtificate is granted in· . terms other than those appliedfor~ the notice under Subsect1on (11) must state th.e grouncis'foi•the refusal, orthe:grant ofthece1iificate in terms otherthanthosea.pplied for as the case ~ay be. • •• • •• • (13) ••Subject to Subsections .... ·. .. . : .. (14) . and (15) ' '' aiidpriorto ..-.. . . • the . issue . . of a. certificate . under this Pait, the Registrar may require an applicant for certification to deposit in a bank in.the co~tr,y in Papua New Ouinea currencythe prescribed amount. • . . . -~ . (14) . The Minister may, on the reconunendation of the Registrar in respect of any applicati<:mor a dass of applications;. grantanexemption from.all or part of the requirernents of this section. • • ' • • . . (15) •• An amount deposited by an applicant for certification under Subsection (13) is to be utilised for the purposes of the activity for which an enterprise is certified to carry on business.". 12. NEW SECTION 28A. The Principal Act is amended by inserting, inunediately after Section 28, the following new section: "28A. APPLICATION FOR ADVISORY SERVICE. (1) A foreign enterprise may apply to the Registrar for an advisory service concerning an application for certification or any other submission or documentation required to.be submitted to the Registrar under this Act. (2) An application under Subsection (1) sha.11- (a) be in the prescribed form and format and include all supporting documentation; and (b) include all prescribed information; and (c) be accompanied by the prescribed fee. (3) The Registrar may refuse an application at his discretion. (4) The Registrar may issue an advisory service response subject to any conditions he considers necessary or appropriate. (5) An advisory service response provided under this section shall - (a) not obligate the Registrar to approve a later filing, for which the advisory service response was issued; and (b) not be relied upon by the applicant; and (c) not create a right that a future filing be granted by the Registrar.". 13. CERTIFICATE (#fENDMENT OFSECTION 29):

Section 29 of the Principal Act is amended in Subsection (1) by repealing the word ''Authority" and replacing it with "Registrar". • 14. NEW SECTIONS 29A, 29B, 29C AND 29D. The Principal Act is amended by inserting, immediately after Section 29, the following new sections: •Invest111eiztPromotion (Ame11dnie)it) "29A. DURATION OF VALIDITY OF CERTIFICATE. (1) Subject to Subs.ection (2), a certificate is valid from the qate of its issue until the cessation of - · • (a) the business activitytowhichitrelates; or (b) ifit relates to.more than one activity, the last remaining activity to which it relates. (2). A certificate - (a) expires and ceases to be valid if no business activity to which it relates collllllences within 1 year afterthe date of the issue of the certificate; ~p.d . .. .·· (b) 'is not valid for any period for which registraticm is suspended under Section 29C; and • (c) ••ceases to be valid upon cancellation under this Act. 29B. REQUIREMENT TO FILE ANNUAL STATUS REPORT, ( 1) The holder of a certificate shall prepare an annual status report. (2) The holder shall file the report in the month of the year that is the anniversary of the month of issue of the certificate. (3) The report shall - (a) be in the prescribed form or format; and (b) contain the prescribed particulars; and (c) be signed by or on behalf of the holder; and (d) be accompanied by the prescribed fee; and (e) be filed with the Registrar; and (f) if the report is filed late, be accompanied by the prescribed late filing fee. (4) The Registrar may withhold particulars from an annual status report from public disclosure on grounds of commercial confidentiality. 29C. SUSPENSION OF CERTIFICATE FOR FAILURE TO FILE ANNUAL STATUS REPORT. (1) The Registrar may suspend a certificate if the holder fails to file an annual status report. (2) The Registrar - (a) may suspend the certificate at any time three months after the date for filing the report has lapsed; and (b) is not required to give prior notice of the suspension. (3) Subject to Subsection (4), on an application by the holder, the Registrar shall reinstate a suspended certificate. (4) An application for reinstatement under Subsection (3) shall be - (a) made no later than one year after the date of suspension; and (b) in the prescribed form or format; and (c) accompanied by - - 11- ' • lnvestme_nt Promotion (Amendment) -~- . . •. .:. (i) •the outstanding annual status teports and associated prescribed filing fees; and (ii) the prescribed late filing fee in respect of the otitstanding annual status reports; an.d (d) . •filed with the Registrar. (5) On reinstatement ~nder Subs~ction (3), a certificate that has been suspended shall be treated as having contim1ed in force during the 'period of suspension. • 29D. EFFECT .OF SUSPENSION OF CERTIFICATE FOR FAILURETO FILE ANNU.ALSTATUS REPORT: . (1) The holder of a suspended certificate shall not, during the period of suspension, carry . on the. business . . . • activity ·- ' to which the certificate relates~ ·. . '• (2) A suspended certificatei~ automatically cancelled if- (a) the certificate has remained suspended for one year from the date of suspension; and (b) the holder has not filed an application for the reinstatement of the certificate that complies with Section 29C. (3) Nothing in Section 36 applies to the suspension or automatic cancellation of a certificate for failure to file an annual status report.". 15. REPEAL OF SECTION 30.

Section 30 of the Principal Act is repealed. 16. REPEAL OF SECTION 31.

Section 31 of the Principal Act is repealed. 17. CHANGE OF OWNERSIDP OF AN ENTERPRISE (REPEAL AND REPLACEMENT OF

SECTION 32). The Principal Act is amended by repealing Section 32 and replacing it with the following: "32. CHANGE OF OWNERSIDP OF AN ENTERPRISE. (1) In this section, "subsidiary'' and "holding company" have _themeanings given to them in Section 2 of the Companies Act 1997. (2) Subject to Subsection (3), where there is a change in the ownership, shareholding or beneficial ownership or control of a foreign enterprise, the foreign enterprise shall, within 10 working days of the date of the change, apply for a certificate under Section 28. (3) Subsection (2) does not apply where the change in ownership, shareholding or beneficial ownership or control - (a) is less than 10% in any one year or represents a change ofless than 25% in the ownership of the enterprise as from the date of certi~cation under this Act; or -12 - , •.··I1ivestme1itPromoti01i (AmeJJdment).· .• (b) arises from an afreratiortin ownership of an;riterprise which i.sa subsidiary of a holding company where the ownership ofthe holding • company does not change and the enteipriseremains a subsidiary of that ··•holding company; or • • • • (c) is of a listed foreign enterprise; or ..· •. · .. •. · (d) arises froin an alteration in ownership of ah enterprise ~hich is a • subsidiary of a listed foreign enterprise where the enterpri~e remains a subsidiary of that li::;tedforeigp enterprise .. · • •• • . . . (4) • Where there is a change in the shareholding or beneficial ownership of a citizen or national ent.erprise and. as a result of the change the· citizen or national enterprise becomes a foreign enterprise, it shall withip one month of the change apply for a ce1iificate under Section 28.". • • • 18. VARIATION (AMENDMENT OF SECTION 33).

Section 33 of the Principal Act is amended in Subsection (1) by repealing the word "Authority" .ahd replacing it with "Registrar". 19. REGISTER OF FOREIGN INVESTMENT OPPORTUNITIES (AMENDMENT OF

SECTION 34).

Section 34 of the Principal Act is amended - (a) in Subsection (1) by repealing the word "Authority" and replacing it with "Registrar"; and • • (b) in Subsection (2) by repealing the word "Authority' and replacing it with "Registrar"; and (c) in Subsection (3)(a) by inserting the word "ownership" after "beneficial"; and (cf) in Subsection (5) by repealing the word "Authority'' and replacing it with "Registrar"; and ( e) in Subsection (6) - (i) by repealing the word "Authority" and replacing it with "Registrar"; and (ii) by inserting the word "ownership" after "beneficial". 20. FACILITATION OF NEW INVESTMENT (AMENDMENT OF SECTION 35).

Section 35 of the Principal Act is amended by - (a) repealing the word "its" and replacing it with "the"; and (b) repealing the word "Authority'' and replacing it with "Managing Director". 21. CANCELLATION AND SUSPENSION OF CERTIFICATION (AMENDMENT OF

SECTION 36).

Section 36 of the Principal Act is amended - -13 - ·•··Inve.stmentPi;o,iwtion. (Amendment) (a) in Subse~tion(l) by repealing the word ''Authority". ~nd replacing it with "Registrar"; and •• • •• •• (b) in Subsection (l)(a) by inserting, immediately after Subparagraph (iii), the following new subparagraphs: • • • • •. . (iv) upon advice of the Commissioner for Taxation, is otherwise in breach of the. •• Ittcome Ta:xAct 1959; Goods and Services Tax Act 2003, or Stamp Duties Act (Chapter 117); or .• . • . .. · · • • . •.. (v) upon the advice of the Chief Migration Officer, is otherwise in breach of the Migration Act (Chapter 16); or· • . . • . (vi) upon the advice of the Head of the Department responsible forthe '1dministration of the Act, is·otherwisein breach of the Employment ofNon- CitizensAct 2007; or (vii) upon the advice of the Head of the Department responsible for the administration of the Act, is otherwise in breach of the Employment Act (Chapter 373); or (viii) upon the advice of the Governor of the Bank of Papua New Guinea, is otherwise in breach of the Superannuation (General Provisions) Act 2000; or"; and (c) in Subsection (l)(c) by repealing the word "Authority'' and replacing it with "Registrar"; and (d) in Subsection (l)(d) by repealing the word "Authority" and replacing it with "Registrar"; and (e) i11Subsection (2)(a) by repealing the word "Authority" and replacing it with "Registrar"; and (f) in Subsection (2)(b) by repealing the word "Authority" and replacing it with "Registrar"; and (g) in Subsection (2)(c) by repealing the word "Section 40(3)" and replacing it with "Section 40(7); and (h) in Subsection (3) by repealing the word "Authority'' and replacing it with "Registrar". 22. REPEAL OF PART IV A. Part NA of the Principal Act is repealed. 23. APPEAL FROM A DECISION OF THE BOARD OF THE AUTHORITY (AMENDMENT OF SECTION 40).

Section 40 of the Principal Act is amended - (a) in the sectional heading by repealing the words "BOARD OF THE AUTHORITY" and replacing it with "REGISTRAR"; and (b) in Subsection (1) by repealing the word "Minister" and replacing it with "Board"; and -14 - .• : ·,' . .. . ' . •••Invest11t~ntPromotio;t .·(A11te~tdme1tt) (c) ii:1Subs~ction (3) by repeali~g the wo~d "ivfi~i~ter';andTeplacing it with "Board" and repealing the word "Authority" and replacing it with ''Registrar"; and ·· • • (d') in Suqsection (3)(b) by- .. .· .·. ..· ·. . .. . • (i) repealing the.wcfrd "Authority'' artd replacing it with "Registrar"; and (ii) repealing the word \'his" occurring twice and replacing it with "its''; and ( e) ·in. Subse~tion (3)( ~) by rep~aling the w~rd "Autho~ity''arid replacing it. with "Registrar"; -~ .•. ' • '' .,., . (f) • in Subsection (4) by"'. • .•· . . . • .. .· (i) repealing the word ''Authority'' and replacing it with "Registrar''; and . • : . . . ;. .· .· • ·. • (ii) repealing the ~ord "it" and replacing it \\'ith "him"; and ' ' (iii) repealing the word "Minister" and replacing it with "Board"; and (g) by inserting immediately after Subsection (4) the following new subsections: "(5) Where the appeal of an enterprise is refused by the Board under Subsection (3), the enterprise may, within 20 working days of the decision of the Board, appeal to the Minister. (6) An appeal under Subsection (5) shall - (a) be in writing; and (b) specify the grounds of the appeal; and (c) be accompanied by the prescribed fee. (7) The Minister shall obtain the recommendation of the Registrar in respect of the appeal and consider the merits of the appeal, and within 35 working days of receipt of the appeal - (a) decide whether to grant or refuse the appeal; and (b) advise the enterprise and the Registrar in writing of his decision and of the reasons for the decision; and (c) upon granting an appeal give such direction to the Registrar as is appropriate. (8) The Registrar shall comply with a direction given to him by the Minister under Subsection (7).". 24. NEW PART VIA. The Principal Act is amended by inserting immediately before Part VII, the following new Part: "PART VIA. - REGISTRAR OF FOREIGN INVESTMENT. 40A. REGISTRAR. (1) A Registrar of Foreign Investment is hereby established, and shall be appointed by the Managing Director. -15- •••li1vistm~1itPromotio/z (Amendnteitt) ••(2) The Registrarlllay, i1nvriting; d~legate a~y or all of the pdwers (exceptth1s •power of delegation) or functions of the Registrar under this Act or the Regulations to one ormore·officers of the. Authority. . •. · • ..• • • (3) •TheR~gistfar holds ~ffice untilthe earlie; of - • (a). the cessation ofhis employment; br 7 (b) the revocationofhis appointmentby the Mimagi~g Director: 40B. •GENERAL FUNCTIQNS ()F REGISTRAR. The Registrar is responsible for - •. <· . · •. . . (a)· ensuring that a register of foreign investments is kept and maintained, which may .be kept in the manner that the R.egistrar thinks fit, including,· either wholly or in part, by means of an electronic or digital register; and . •• . • • • (b) the.receipt, processing, and determination of applications for certificates; and (c) issuing certificates and replacement certificates; and (d) suspending and cancelling certificates; and (e) monitoring foreign investments in Papua New Guinea; and (j) ensuring compliance by foreign investors with this Act and the Regulations; and (g) any other functions conferred on the Registrar by or under this Act or the Regulations; and · (h) receiving annual status reports. 40C. FOREIGN INVESTMENT REGISTER. (1) The Registrar shall establish and maintain a foreign investment register. (2) The register may be kept in the form that the Registrar thinks fit, including, partly or wholly, in electronic form, but in determining the form of the register, the Registrar.shall have regard to facilitating the search or inspection of the register by members.of the public. (3) A person may file a document with the Registrar in any format permitted by the Registrar, including an electronic format, in accordance with the procedures established by the Registrar from time to time. 40D. CONTENTS OF REGISTER. The register shall contain the following information in respect of each certificate issued under Section 28(7): (a) the name of the current holder; and (b) the current holder's address in Papua New Guinea and address for service; and (c) the current holder's contact details, including email address; and (d) the name,· address, and contact details, including email address of the current holder's representative in Papua New Guinea; and (e) the registration number and date of issue of the ce11ificate; and (j) if the certificate is a replacement certificate, its date of issue; and (g) the business activity or activities to which the.certificate relates; and -16- . . . Iii-vestment Promotion (AmendmeitO ••. (h) ifthe certificate is ~uspended, the <lat~of suspension; and (i) if the certificate has been automatically cancelled under Section 29D(2), the date of cancellation and the reason for cancellation; arid • •• •• (j) if the certificate has been cancelled urtd~r Section 36, the effective date of or can~eH~tionand th~ reaiort reasons for cancellation; a11d,. • •• (k) documents.filed un)ier this Act for registration on the register; and • (l) any other information prescribed by the Regulations for inclusion in the register. • • • 40E. INSPECTION OF .REGISTER. (1) ••Any person may, on payment of the prescribed foe {if any), inspect - (a) a document that is part of the register; or • • • (b) a documer1tor details·of a document that have been recorded or stored in the digital register.·· (2) Aninspection made at the office of the Registrar must bemade during the hours when the office is open to the public for business on a working day. (3) Subsection (1) does not apply to any document or part of a docwnent that is deemed confidential under the Regulations or by the Registrar under Section 29B(4). 40F. REGISTRAR'S ANNUAL REPORT. (1) The Registrar shall within three months after the end of each financial year- (a) prepare an annual report as to - (i) the administration of this Act during the financial year; and (ii) the conduct of investment activities by foreign investors in Papua New Guinea during the financial year; and (b) give a copy of the report to the Minister; and (c) ensure that the report is published on an internet site maintained by the Authority to which members of the public have access. (2) When making the report, the Registrar shall - (a) consider and take into account the annual status reports filed during the financial year by the foreign enterprises; and (b) riot specify information in the report in a manner that identifies a specific foreign enterprise or discloses the details of the investment or business operations of a foreign enterprise. (3) The Minister shall, as soon as practicable after receiving the report, forward the report to the Speaker for presentation to the Parliament. 40G. REGISTRAR'S POWERS OF INSPECTION. (1) The Registrar may, by written notice, require a person to file with or otherwise provide to the Registrar such information as the Registrar considers reasonably necessary to enabl~ the Registrar to ascertain whether or not a person is carrying on a business activity in breach of this Act or the Regulations. - 17 - Investment Promoti~n (Amendment) (2) Tlle perSOilnamed in th~ notice shallfile the information - (a) within.the time sp~cifieciin thenotice, which shall pe not less than • rn working days after.issue of the notice; ot •• . • (b) on application to the :Registrar_withinthe 10 workingday period, within the further time period tha~the Registrar ~ay allow, . .·. •.• . . ·:. ✓: 40H. REGISTRAR MAY REQIDREINFORMATION. (1) •.·The Registrar ipay give notice to the holder of a certificate requiring it to .provide,. (a) corrected or iipdated details bnany matter ente~ed iri the register for that foreign enterprise; and . .. . . •• _ · .•.: (b) a certified copy of any document that has been or ought to have been• filed with the:· Registrar for registration . •' • • . unde1:this Act; • . • -· (2) A notice by the Registrar under this section must specify thetime.for compliance with the notice, which must be no less than 10 working days after the issue of the notice. (3) The foreign enterprise must provide the information or certified copy within the time specified by the Registrar's notice. (4) If the information provided to the Registrar under this section differs from the information shown in the register for the foreign enterprise, the Registrar may amend the register accordingly. (5) A foreign enterprise that fails to comply with a notice under Subsection (1) commits an offence. Penalty: A fine not exceeding Kl00,000.00. 401. FALSE STATEMENTS. . (1) • Every person who, with respect to any information or document required by or for the purposes of this Act - (a) makes, or authorises the making of, a statement that is false or misleading in a material particular knowing it to be false or misleading; or ( b) •omits; or authorises the omission from a document of any matter knowing that the omission makes the document false or misleading in a material particular, commits an offence. Penalty: A fine not exceeding Kl 00,000.00 or a term of imprisonment not exceeding two years, or both. 40J. RECTIFICATION OF REGISTER. (1) The Registrar may- . . (a) rectify the register if the Registrar is satisfied that any information has been wrongly entered in, or omitted from, the register; or -18- ' .• (b) ·• ~orr~ct any particulars that ap~ear to the Registrarto have been incorrectly entered . in thb . register.. ' • • . . . . (2) Unless the rectification or con·ectionrelates solely to the person who provided it, the Registrar must not rectify or correct the register without first - (a) . givihg notice of the rectification or conectfon to the foreign .,,. enterprise and to persons whom the Registrar considers will be materiallyaffected by it; and • •• • •• •• • (b) allowing a person to wh()m notice is given a re.asonable opportunity to object .. .' ••• .. •.. . ' ' 40K. REGISTRAR MAY GIVE NOTICES. (1) • The Registrar may give a notice under this Act to a person in the manner that the Registrarconsiders appropriate .• {2) Without limiting Subsection (1), the Registrar may give a notice to such person by- (a) delivering it to such person; or (b) delivering or posting it to such person's address for service in Papua New Guinea notified to the Registrar under this Act or the Regulations; or (c) posting or delivering it to such person's last known address; or (d) sending it by facsimile to a facsimile number used by such person for transmission of documents; or (e) sending it to such person's email address notified to the Registrar under this Act or the Regulations. (3) A document admissible in legal prClceedingsas a copy of a notice given by the Registrar includes a document that - (a) appears to be a copy of a notice given by the Registrar; and a (b) is certified by the Registrar, or by person authorised by the Registrar, as having been derived from device or facility thata records or stores information electronically or by other means. 40L. EVIDENTIARY MATTERS. (1) This section applies to a document that purports to be - (a) a certificate issued under this Act; or ( b) a copy of or extrnct from the register; or (c) a copy ofor extract from a document forming part of the register; or (d) a combination of any of two or more of a certificate, copy, or extract refened to in Paragraphs (a), (b) and (c). (2) A document to which this Section applies is prima facie evidence in legal proceedings of any matter contained or set out in the document. -19 - Investmen! Promotioit (Aniendnu!Jtt)•. # .40M. • EXCLUSION OFLIABILITYFORCERTAiN ACTS.·. The Registrar ~d any person appointed or authorised by the Registr<lf or employed in the office of the Registrar is not liable to an action or other proceeding for .damages for or in relation toari actdone or omitted in good faith in performance or purported perfonnance of any function, orin the exercise or purpcnied exercise of any power, conferred or exp:ressed to be conferred by or under this Act.". • 25. OFFENCES (AMENDMENT OF SECTION 41{

Section 41 oftlle :PrinciJJalAct is amended - • • (a) in Subsection{l)(a) by.repealing ''c,r Part IVA"; and ' . ' . (b) by repeal~g Subsection (l)(c)and replacing it with: ' ' ' "(c) carries on a business thatis restricted notin accordance with the conditions in the Regulations; or"; and· (c) by repealing "Subsection (1)(d)"; and (d) in Subsection (l)(e) by repealing "or Part IVA"; and (e) by repealing "Subsection (lA)"; and . (/) in Subsection (3)(b) by inserting "or 27A(3)" immediately after Section 27(5) and (6). 26. NEW SECTION 41C. The Principal Act is amended by inserting immediately after Section 41B the following new section: "41C. CARRYING ON BUSINESS FRAUJ)ULENTLY. ( 1) Every person who is knowingly a party to a foreign enterprise carrying on business with intent to defraud creditors of the foreign enterprise or any other person or for a fraudulent purpose commits an offence. Penalty: A fine not exceeding Kl 00,000.00 or imprisonment for aterm not exceeding two years, or both. (2) Every holder of a foreign certificate, including every director of foreign enterprise that is a company, who - (a) by false pretenses or other fraud induces a person to give creditto the foreign enterprise; or . . . . (b) with intent to defraud creditors of the foreign enterprise - (i) gives, transfers, or causes a charge to be given on, any property of the foreign enterprise to any person; •or . (ii) .causes property to be given or transferred.to any person; or . (iii) caused or was a party to any execution being levied against any property of the foreign enterprise, commits an offence. -20 - . . .. ·. • JnvestmentPromotio1t (Ameiidme{it). ) Penalty: A fine not exceeding Kl 00,000.00 or imprisonmentfor a term not. exceeding twoyears, or both.". • 27. •·.REPEAL OF SECTION.42.

Section 42 of the Pr!ncipalAct is repealed. 28. . REPEALOF SECTION 43.

Section 43 of the Principal Act is repealed. 29. NEW SECTION 44AA. The Principal Act is am.ended by insertiilg immediately after Section 44A the following new section: "44AA. REGULATIONS PRESCRIBING RESERVED .ANDRESTRICTED ACTIVITIES. (1) The Regulations niay prescribe - (a) the activities that forni the Reserved Activities List; and (b) the activities that form the Restricted Activities List, including the conditions that apply to each restricted activity. (2) For the avoidance of doubt, Regulations made under Section 44 for the addition, removal, or amendment to the Reserved Activities List or Restricted Activities List must be made in accordance with Section 27C and Section 27D. (3) The Authority must ensure any Regulations in force that prescribe the Reserved Activities List or the Restricted Activities List are published within five working days on an internet site maintained by the Authority to which members of the public have access.". 30. SCHEDULE 1 (AMENDMENT OF SCHEDULE 1).

Schedule 1 of the Principal Act is amended - (a) by deleting the full stop after "Trade Marks Act (Chapter 385)" and replacing it with ";"; and - 21- 1,ivestmeiit Pfoinotion (Amendment) .. • •. . • . i (b) . by iiise1iing, irrunediately after ''Trade MarksAct (Chapter385)" the following: . . ' : "Per~onal Property Security Act 2011''." . . I hereby certify that th.e above is a fair print of the Investment Promotion (Amendment) Act 2023, which hasbeen inade by the N~tional Parliament. • • • • Acting Clerk ofe e :Eiament. 2 9 MAY2023 I hereby certify that the Investment Promotion (Amendment) Act 2023, was made by the National Parliament on 11 January 2023. f ~ AY2023 Parliament. - 22-