Corporate Law at Fiji

Here’s an overview of Corporate Law in Fiji, covering key aspects of company formation, governance, and regulation:

🇫🇯 Corporate Law in Fiji

Fiji’s corporate law framework is primarily governed by the Companies Act 2015, which modernized company law to encourage business growth and foreign investment, aligned with international standards.

🏢 Types of Business Entities

Private Company

Most common type for small and medium businesses.

Restrictions on share transfer and number of shareholders (max 50).

Public Company

Can offer shares to the public and list on the stock exchange.

Must meet stricter reporting and governance requirements.

Companies Limited by Guarantee

Usually non-profit organizations with members who guarantee a set amount.

Sole Proprietorship & Partnerships

Less formal structures for small businesses.

⚖️ Key Legislation

Companies Act 2015

Governs company incorporation, management, duties of directors, shareholders’ rights, mergers, and liquidation.

Fiji Revenue and Customs Service (FRCS)

Handles tax registration and compliance.

Foreign Investment Act

Regulates foreign ownership and investment.

📋 Company Formation & Registration

Companies are registered through the Fiji Registrar of Companies.

Registration documents include: Memorandum and Articles of Association, director and shareholder details.

Minimum capital requirements depend on company type but are generally low to encourage incorporation.

🛡️ Corporate Governance

Directors owe fiduciary duties under the Companies Act.

Annual general meetings (AGMs) and annual returns are mandatory.

Financial statements must comply with International Financial Reporting Standards (IFRS).

🌍 Foreign Investment

Foreign investors can wholly own companies in most sectors.

Certain sectors may have restrictions or require approval from the Fiji Investment Board.

Foreign companies may also register as branch offices.

💼 Other Important Features

Corporate tax rate: 20% (standard rate).

VAT rate: 9%.

Strong protections for minority shareholders and provisions for dispute resolution.

Summary Table

AspectDetails
Main company typesPrivate company, public company, companies limited by guarantee
Key legislationCompanies Act 2015, Foreign Investment Act
Registration authorityFiji Registrar of Companies
Corporate governanceDirectors’ fiduciary duties, AGMs, financial reporting (IFRS)
Foreign investmentAllowed, with some sectoral restrictions
Corporate tax rate20%

 

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