Business Structures

General Overview

In Fiji, several business structures are available for individuals and organisations to choose from when establishing a business. The common business structures in Fiji include the following:

Sole Proprietorship

A sole proprietorship is the simplest form of business structure, where a single individual owns and operates the business. The owner has unlimited liability and retains full control over business decisions and profits.

Partnership

A partnership involves two or more individuals or entities coming together to operate a business. In Fiji, partnerships are generally governed by the Partnership Act 1910. Partners share profits, losses, and decision-making responsibilities according to the terms outlined in a partnership agreement. Partners have unlimited liability.

Company

A company is a separate legal entity from its owners and shareholders. In Fiji, companies are registered under the Companies Act 2015. Companies can be private or public, with different regulations and requirements for each. The company is managed by directors and officers.

Foreign Companies or a Branch

Foreign companies can establish a branch office in Fiji, allowing them to carry out business activities in the country. The branch office operates as an extension of the parent company and must comply with local regulations.

Trends

Fiji has seen a growing trend of businesses opting for company structures due to the advantages of limited liability and separate legal entity status. However, other business structures such as partnerships, trusts, joint ventures, and associations also exist and are utilised based on the specific needs and preferences of businesses.

The business landscape in Fiji is influenced by trends such as increased adoption of corporate governance practices, compliance with reporting requirements, and a focus on transparency and accountability. There is also a growing emphasis on responsible business practices and sustainable development.

Post COVID-19 economic situations have caused many individuals to register and operate their own small business. Fiji and generally experienced a peak in Small and Medium Enterprises post COVID-19.

Legal Framework

The legal framework for business structures in Fiji includes various laws and regulations, such as the Companies Act 2015, Partnership Act 1910, Trustee Act 1966, and relevant legislation for associations and cooperatives. These laws govern the formation, operation, governance, and dissolution of different business structures.

Key Features of Each Business Structure

Companies

Types of Companies

In Fiji, the following types of companies can be registered under the Companies Act 2015:

Private limited liability companies; and
Public limited liability companies:
Companies limited by shares that do not meet the requirement for registration as a private company;
Companies limited by shares that are included in the official list of a securities exchange;
Companies limited by shares and guarantee;
Companies limited by guarantee;
Unlimited liability companies.

Private Companies

Private Companies under the Companies Act 2015 are those that are registered or converts into a private company, and its articles of associations provide for the following:

Restricts the right to the transfer of its shares;
Limits the number of its members to 50, excluding existing and new employees;
Prohibits any offer to the public except an offer of its shares to existing members of the company or to employees of the company or of a subsidiary of the company.

A Private Company can be either small, medium or large private company:

A small private company has less than $5m FJD in consolidated revenue for a financial year of the company and the entity it controls.
A medium private company has more than $5m FJD but less than $20m or a prescribed amount in consolidated revenue for a financial year of the company and the entity it controls.
A large private company has more than $20m FJD or a prescribed amount in consolidated revenue for a financial year of the company and the entity it controls.

Need more information on Private Companies? Contact Lex Connect Legal at https://www.lexconnectfiji.com/lexconnect-legal/

Company Limited by Guarantee

These are companies formed on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up. Non-profit-making organisations are usually registered as guarantee companies. Companies limited by Guarantee need prior approval of the Minister pursuant to section 31 of the Companies Act 2015.

Company Limited by Shares

These are companies formed on the principle of having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them.

Company Limited by Shares and Guarantee

These are companies limited by guarantee which also has share capital

Unlimited Liability Company

These are companies which do not have a limit on the liability of its members

Basic Features of a Company

Membership

Under the Companies Act 2015, a Company must have at least one member. There is no maximum limit except for Private Companies which must not have more than 50 members.

Officeholder/Director

For private companies limited by shares, at least one officeholder should be ordinarily resident in Fiji.

For unlimited liability company, there must be at least three (3) officeholders, two (2) of which must ordinarily be resident in Fiji and must have at least one company secretary.

Memorandum of Association

A company registered under the Companies Act 2015 must not have a memorandum of association.

Articles of Association

Under the Companies Act 2015, a company must have Articles of Association under which its internal management will be governed.

A company may adopt the Standard Form Articles of Association provided for under the Companies Act 2015 or adopt its own by showing clearly identified modifications to the Standard Form Articles of Association.

Need more information on how to adopt your own Articles of Association? Contact Lex Connect Legal at https://www.lexconnectfiji.com/lexconnect-legal/

Registered Office

Companies are required to have a registered office in Fiji which must be open for a minimum of 3 hours to the members of the public on each business day between 9am to 5pm.

How to Register a Company?

Application for Registration

In Fiji, a person must lodge the application with the Registrar of Companies in the prescribed Form A2.

Registration can be done online through the Registrar of Companies Portal or through the DigitalFIJI Mobile App. You can also make payments online. In order to use the online portal, you must have an E-Profile or a ROC Pass.

Need more information on how to create an E-Profile? Visit the ROC website at https://mobile.digital.gov.fj/MainNA or contact Lex Connect Legal at https://www.lexconnectfiji.com/lexconnect-legal/

Company Names

Unacceptable Names

A name is unacceptable for registration under the Companies Act 2015 if the name—

in the opinion of the Registrar, is undesirable, or likely to be offensive to members of the public or members of any section of the public;

in the opinion of the Registrar, is misleading and deceptive or likely to mislead or deceive members of the public or members of any section of the public; or

unless the name is the name of a foreign company or a company limited by guarantee which is granted a licence to use the following as its company name without the word “Limited”—
contains a word or phrase specified below, or an abbreviation of that word or phrase;

bank
banker
bankers
banking
Chamber of Commerce
Chamber of Manufactures
Chartered
Commonwealth
Consumer
COP23
Co-operative
corporation
credit union
Executor
Fiji Islands
Fijian
foreign
Guarantee
Incorporated
international
investment trust
Kai Viti
Made in Fiji
Made in the Fiji Islands
Made in the Republic of Fiji
Made in the Republic of Fiji Islands
national
police
policing
Republic of Fiji
Republic of Fiji Islands
Stock Exchange
trust
university
Viti

a word or phrase or an abbreviation having the same or a similar meaning;
includes the word “Fiji” in any part of the name other than in brackets at the end of the company name; or
unless the Registrar is satisfied that the word is used in a geographic context, includes the word “Republic”;
consists wholly or partially of initials;
includes a word which is the first name or surname, unless the company is controlled by a person of that name;
in the context in which it is proposed to be used, suggests a connection with—
- the Government;
- a municipal or other local authority;
- a ministry, department, authority or instrumentality of the Government; or
the government of a foreign country; and

if that connection referred to in paragraph (f) does not exist—
- in the context in which it is proposed to be used, suggests a connection with an ex-servicemen’s organisation and that connection does not exist; or
in the context in which it is proposed to be used, suggests that the members of an organisation are totally or partially incapacitated if those members are not so affected.

Availability of Name

A company name that is identical to another company name kept by the Registrar of Companies will be rejected. In order to determine the availability of a company name, you may conduct a free of cost search on the DigitalFIJI Platform. Use the “Entity Name Search” mode and input the full and exact company name that you propose to register.

Reservation of a Company Name

If you are not ready to register your company yet, but would like to reserve the name, you may do so by lodging Form A3 with the Registrar of Companies online. If approved, the name will be reserved for 60 days. You can apply for an extension prior to expiry. The Registrar does not allow long periods of reservation as this will prevent others from using the name legitimately.

What do you need for reservation?

Login Account (e-profile or ROC Pass)
For A3 signed by applicant or director/secretary of company
Proof of identity (National ID/Birth Certificate) and TIN Letter. If you are a foreigner, your passport biodata page.
Proposed company name after checking availability online.
Fee of $50 FJD (VEP)

Lodging Application

You must lodge the following documents for registration:

Completed Form A2
Company’s Articles of Association (if adopting its own Articles of Association)
Photo ID and TIN Letter for officeholders
Payment of fee:
Private companies – $45 FJD (VEP)
Unlimited liability company – $450 FJD (VEP)

Please see our related smart drafts in this product for a quick checklist for company registration.

Capitalisation Requirements

Companies are no longer required specify its authorised share capital in its Article of Association and shares of a company have no par value under the Companies Act 2015.

Foreign Companies or a Branch

The Companies Act 2015 requires all foreign companies to be registered in Fiji and a foreign company cannot carry on a business in Fiji solely through an agent based in Fiji.

There is no longer a requirement to obtain Foreign Investment Registration Certificate from Investment Fiji prior to registration.

Requirements

Registered Office

A foreign company is required to have a registered office in Fiji.

Local Agent

A foreign company must appoint a local agent in Fiji who is answerable for doing all acts, matters and things that it would be answerable for if the foreign company was a local company and the local agent was a director/secretary of such company.

How to Register a Foreign Company

Foreign companies can be registered online on the Registrar of Companies online portal or DigitalFIJI App by lodging the following documents:

Form A17
Certificate of incorporate from its place of origin
Certified true copy of articles of association or constitution or legal document governing the company in English language. If there is no legal requirement for such document in its place of origin, the directors must provide a statutory declaration confirming the same
List of directors or equivalent officers with required details
A statement of all subsisting charges excluding charges in relation to property solely situated outside Fiji
Name and postal address of the local agent
Full address of its registered office or principal place of business
Payment of fee – $450 FJD (VEP)

Further information in relation to rules for foreign investment in Fiji can be found under the Lex Connect Foreign Investment Product.

Business (Sole Proprietorship and Firms)

A business in Fiji includes individuals and firms. Firms are normally operated in partnerships.

The following firms and persons must have a business name registered in Fiji:

every firm having a place of business in Fiji and carrying on business in Fiji under a business name which does not consist of the true family names of all partners who are individuals and the company names of all partners who are companies or foreign companies without any addition other than the true first names of individual partners or initials of such first names;
every individual having a place of business in Fiji and carrying on business in Fiji under a business name in Fiji; and
every company and foreign company carrying on business in Fiji under a business name which does not consist of its full company name as registered under this Act without any addition.

Business Names

A business name is available unless:

it is identical to a business name already registered in Fiji;
unacceptable for registration under the laws;
unacceptable in the opinion of the Registrar based on the rules for company names under the Companies Act 2015 (discussed above).

How to register a business name

You can register by lodging the following documents on the Registrar of Companies online portal or DigitalFIJI App:

Form A12
Photo ID of business owner and all partners of a firm
TIN letter of business owner and all partners of a firm
Consent letter from all partners of a firm for registration by agent or applicant
Foreign company registration certificate if business name holder is a foreign company
Other supporting documents if requested by Companies Office (such as explanation of business name or any further consents/authorities of business name holders)
Fees between $10.90 – $109.00

Partnerships

Partnership is the relation which subsists between persons carrying on a business in common with a view of profit. Under Fijian laws, persons who enter into partnership are collectively referred to as ‘firms’ and their business is called the ‘firm-name’.

Partnership is primarily governed by the Companies Act 2015 and Partnership Act 1910.

Membership

Firms can be created between unincorporated body of 2 or more individuals or one or more individuals, including but not limited to one or more companies or 2 or more companies who have entered into partnership with one another with a view to carrying on business for profit.

How to register a partnership

A partnership must have a business name and is registered in the same way any business name is registered.

Partnership Agreements

There is no statutory requirement for Partnerships to have partnership agreements however governing authorities may require a copy of the partnership agreement duly signed by the partners as a supporting document to process various applications, such as, the Registrar of Companies for registration of firm, Fiji Revenue and Customs Services for registration of Tax Identification Number and local banks to open up business bank accounts.

Need a partnership agreement? Please see our smart drafts.

Have any specific questions in relation to Partnership? Contact Lex Connect Legal at https://www.lexconnectfiji.com/lexconnect-legal/

Charitable Trusts

Charitable trusts are governed by the Charitable Trusts Act 1945.

In order to register a trust under the Charitable Trusts Act, the objectives of the trust must be a charity for the following purposes:

Religious;
Educational;
Literary;
Scientific; or
Charitable purposes.

Charitable purposes under the Act includes:

the supply of the physical wants of sick, aged, destitute, poor, or helpless persons, or of the expenses of funerals of poor persons;
the education (physical, mental, technical, or social) of the children of the poor or indigent;
the reformation of criminals, prostitutes, or drunkards;
the employment and care of discharged criminals;
the provision of religious instruction, either general or denominational, for the people;
the support of libraries, reading-rooms, lectures, and classes for the instruction of the people;
the promotion of athletic sports and wholesome recreations and amusements of the people;
encouragement of skill, industry, and frugality;
rewards for acts of courage and self-sacrifice;
the erection, laying-out, maintenance, or repair of buildings and places for the furtherance of any of the purposes herein mentioned;
prevention of cruelty to animals and the education and instruction of the people for the furtherance of that end.
The furtherance of thrift and the improvement of standards of living by education and advice in matters of self-help.
Marriage guidance and counselling, the promotion of education and research in marriage guidance and the publication and the dissemination of the results of such promotion.
The relief of distress caused by any disaster affecting the whole or any part of the community.
The provision of electricity to rural communities and households in Fiji that do not have access to electricity.
The conservation of the environment.
Community development through targeted programmes in urban, rural and maritime regions.
Development initiatives in the agriculture sector.
Development initiatives for youth in communities in urban, rural and maritime regions.
The welfare of animals.
The provision of food, medicine and relief supplies.
Any other purpose as may be declared by the Minister to be a charitable purpose.

How to register a trust?

Trusts are registered with the Registrar of Titles of Fiji. You must submit the following documents when registering a trust:

Completed Application Form
Trust Deed duly executed by the trustees
Meeting Minutes
Fees – $2 FJD

Once a charitable trust is registered pursuant to the Act, it is issued with a certificate of incorporation and the trust is considered to be a body corporate with perpetual succession and a common seal, the ability to hold real or personal property and the ability to sue or be sued in all proceedings whether civil or criminal.

Trustees

Trustees are integral to trusts and includes executors or administrators, and any person or persons, body corporate, or association in whom any property is vested for religious, educational, literary, scientific or charitable purposes.

Trust Deed

This is the most important document when registering a trust. The trust deed must outline the following:

The objectives, purpose and powers of the trust
Eligibility of trustees and how they are appointed
The manner in which trustees’ appointment may be terminated
Trustee’s powers
The manner in which meetings are to be called and held

Need a trust deed? Contact Lex Connect Legal at https://www.lexconnectfiji.com/lexconnect-legal/