Foreign Investment

Legal Framework

Foreign investment in Fiji is primarily governed by the Investment Act 2021.

The Investment Act 2021 came into force on 1 August 2022 and replaced the Foreign Investment Act 1999. The new Act abolishes the requirement for foreign investors to apply for a Foreign Investment Registration Certificate which previously used to be a mandatory prerequisite for any investment in Fiji. Foreign investment can now directly register its company with the Registrar of Companies.

The new Act also introduces a broader range of treatment and protection guarantees for foreign investors and imposes the same reporting obligations on foreign and local investors.

The Fijian Government is still authorised under the Act to issue a list of restricted and reserved activities for local businesses or for which foreign investment is only allowed subject to minimum investment requirements. It also allows the Government to restrict investment in critical infrastructure such as energy, transport, communications, data storage or financial infrastructure or access to sensitive information or the ability to control sensitive information.

Other Supporting Laws

Land Sales Act 1974

The Land Sales Act regulates the acquisition of land by non-citizens in Fiji. Under this Act, non-residents are required to seek prior Ministerial consent for purchasing land in the aggregate in excess of one (1) acre. Also, the Act prohibits the sale, transfer or lease of any freehold or State land to any non-resident for residential purposes in any area within the boundary of town or city.

Companies Act 2015

The Companies Act governs the establishment, operation, and management of foreign companies in Fiji. The rules apply equally to both local and foreign companies. All foreign investors are required to register a company in Fiji before establishing in Fiji.

Income Tax Act 2015

The Income Tax Act outlines the taxation framework for individuals and businesses in Fiji. It includes provisions related to the taxation of foreign investors, such as rules for calculating taxable income, tax rates, incentives, and reporting obligations.

Immigration Act 2003

The Immigration Act deals with matters related to immigration, including visa requirements, work permits, and residency permits for foreign investors and employees.

Need more information on laws governing foreign investment? Contact Lex Connect Legal at https://www.lexconnectfiji.com/lexconnect-legal/

Pre-requisites for Foreign Investment

Registration of Business

Under the Investment Act 2021, all foreign investors are required to register its business in Fiji with the Registrar of Companies pursuant to the Companies Act 2015.

Foreign investors may operate their business through the following types of entities:

Sole Trader
Partnership
Private Company
Foreign Company
Public Company

Minimum Investment Threshold

Under the Investment (Reserved and Restricted Activities) Regulations 2022, all foreign investors are required to bring into Fiji a minimum investment of $300,000 FJD, in the form cash contribution or paid-up capital, within 3 months from the date of its company incorporation in Fiji, except for those restricted and reserved activities that have a higher threshold.

For investors investing in restricted activities need to remit $300,000 FJD within 3 months from date of incorporation and the balance needs to be remitted within the 12 months.

Ministerial Waiver

The Minister responsible for investment has powers under the Regulations to grant a waiver for the minimum investment threshold based on economic analysis and skills assessment or to grant an extension of timeline. A foreign investor seeking to obtain Ministerial waiver must formally write to the Minister explaining its type of business, its financial forecast and the reasons for the request for a waiver.

Local Agent

A local agent is mandatory for all foreign companies and the details of local agent will need to be submitted to the Registrar of Companies at the time of company registration.

Local Business Partner

Foreign investors registering a company must have a director ordinarily resident in Fiji.

Tax Identification Number

All foreign investors need to obtain a Tax Identification Number (TIN) from the Fiji Revenue and Customs Services (FRCS) for their business in Fiji. TIN is a unique identifier issued by FRCS to identify all categories of tax and duty payers.

Want to register a TIN for your business? Contact Lex Connect Legal at https://www.lexconnectfiji.com/lexconnect-legal/

Reserve Bank of Fiji Approval

For any securities to be issued off-shore to a non-resident, prior approval needs to be obtained from the Reserve Bank of Fiji. This can be obtained by submitting a completed Form I.1 and a cover letter explaining the issuance.

Investor Permit

Non-citizens wishing to invest in Fiji must apply for an investor permit under the Immigration Act 2003.

Frequently Asked Questions

The following list of questions have been frequently enquired by foreign investors and responses have been gathered from Investment Fiji:

Where can I establish my business?

Your choice of business location in Fiji is flexible, but it is important to note that the country has two primary shipping ports, one in Suva and the other in Lautoka, which are also the major cities. Fiji’s international airport is situated in Nadi and Nausori/Suva. Foreign investors should ensure their business location aligns with the appropriate land classification to suit their operations.

How can I acquire land for my business?

There are three distinct types of land ownership structures in Fiji: Native land (comprising 91% of the total land mass), State land (4%), and Freehold land. Native land is controlled and administered by the iTaukei Land Trust Board (TLTB). For available native land for lease, please refer to the TLTB website. State land is administered by the Ministry of Lands, and information on available state land leases can be found on their website.

When can I open a bank account in Fiji?

To open a Fiji dollar bank account for your company, you must first obtain approval from the Registrar of Companies (ROC), Fiji Revenue & Custom Services (FRCS), and the Reserve Bank of Fiji (RBF). The specific requirements and procedures may depend on the commercial bank, and you may need to have the necessary permits approved by the Fijian Immigration Department.

Is Fiji’s infrastructure sufficient for successful business operations?

Yes, Fiji boasts a reliable telecommunications network and is connected by optic fiber cable to Australia, New Zealand, the USA, and the rest of the world. Mobile phones are widely used. Energy Fiji Limited provides power services to residential, commercial, industrial, and tourism sectors. The Water Authority of Fiji offers piped water and sewerage facilities. Fiji has well-maintained road infrastructure, with tar-sealed highways connecting cities and towns. Buses operate scheduled services within and between populated areas. Nadi International Airport is a major international gateway, and Fiji Airways offers international flights. Fiji also has international shipping services, with Suva as the main port and other smaller ports in Lautoka, Savusavu, and Levuka.

Are there regular shipping and air services to Fiji?

Fiji’s strategic location in the South Pacific positions it as an advantageous trading port, with international shipping services serving the country. Fiji’s entry ports offer Customs, Immigration, and Quarantine (Biosecurity) services. The international airport, located in Nadi, is equipped to handle various aircraft, including Airbus A330-300s. Nadi International Airport serves numerous airlines, such as Fiji Airways, Air New Zealand, Jetstar Airways, Virgin Australia, Air Niugini, Air Vanuatu, Air Calin, and Our Airlines, providing international services through Nadi Airport.

Can I employ foreign workers in my business as an investor?

Yes, you have the option to employ foreign workers in your business. To do so, you should directly coordinate with the Fijian Immigration Department to meet the necessary requirements and obtain approvals for hiring foreign workers.

Can I, as an investor, secure loans from commercial banks in Fiji?

Yes, foreign investors are eligible to apply for loans from commercial banks in Fiji. It’s worth noting that the Reserve Bank of Fiji (RBF) monitors commercial banks’ lending activities across various sectors. Loan applications will be assessed on a case-by-case basis in accordance with the specific requirements of commercial banks.

Can I, as an investor, invest in personal property?

Certainly, investors are permitted to invest in personal property. However, non-citizens are restricted from acquiring land within town and city boundaries for residential purposes only. If considering freehold property located outside town or city boundaries and larger than one acre, approval from the Minister for Lands is required as a preliminary step.

What Is the annual corporate tax rate?

The corporate tax rate in Fiji is 20% per annum. However, there are variations based on certain criteria. For foreign companies that establish or relocate their headquarters to Fiji, a low corporate tax rate of 17% applied, but this increased to 20% from Tax Year 2023. Listed companies on the South Pacific Stock Exchange (SPX) benefited from a low corporate tax rate of 10%, which also increased to 20% from Tax Year 2023. Income generated from trading shares on SPX is exempt from Income Tax and Capital Gains Tax.

How can I change my business activity?

To change your business activity, you must formally request a “Change/Amendment/Extension in Business Activity” by writing a letter to the Registrar of Companies (ROC).

Can I add additional trading names to the registered company name?

Yes, you can include additional trading names for your company, provided you obtain approval from the Registrar of Companies (ROC).

What happens to my existing FIRC, and do I need to meet the minimum investment threshold for restricted activities?

Existing Foreign Investment Registration Certificates (FIRCs) granted under the Foreign Investment Act 1999 before the commencement of the Investment Act 2021 remain valid and can be varied or revoked as necessary. However, approvals from other government departments continue to be in force, and your business operations can continue. Extending business activity in restricted listings under the 2022 Regulation may require meeting the minimum threshold as outlined in the Schedule of Investment (Reserved & Restricted Activities) Regulation 2022.

Is a minimum investment of $300,000 required for companies registered with FIRC before 1 August 2022?

Companies registered with FIRC before 1 August 2022, are not required to meet the minimum investment threshold of $300,000, unless their business activity falls under restricted categories.

What business activities are permissible?

Domestic investors can engage in activities specified in the Fiji Industrial Classification Code (FSIC) 2010, except for prohibited activities. Foreign investors can also undertake activities listed in FSIC 2010, with a minimum investment threshold of $300,000 in the form of paid-up capital. For foreign investors participating in restricted activities, specific investment amounts are outlined in Schedule 2 of the Investment (Reserved & Restricted Activities) Regulation 2022.

If I can’t open a company bank account and remit funds, does this fulfill the minimum investment requirement?

Fulfilling the minimum investment requirement in Fiji involves a specific process. Investment brought into Fiji in the form of cash must be verified and approved by the Reserve Bank of Fiji (RBF). The RBF will verify compliance with the minimum investment condition.

What about companies classified as social enterprises? Do they need to remit $300,000?

Companies classified as social enterprises have the option to apply for a waiver through the Ministry. The conditions may vary based on the Minister’s discretion.

What permits and approvals are required for projects in restricted activities?

The permits and approvals required for projects in restricted activities remain the same. However, the minimum threshold value will vary based on the type of business activities conducted by foreign investors. These permits and approvals will be obtained from Tier 1 and Tier 2 approval agencies, depending on the specific activity type.

Is foreign investment disallowed or restricted in any sectors or for any particular activities?

Yes, foreign investment is restricted or subject to specific regulations in certain sectors or activities in Fiji. The restrictions aim to protect national interests, promote local participation, or ensure the sustainable development of key industries. Some sectors and activities where foreign investment may be disallowed or restricted in Fiji include:

Foreign investment in primary agriculture and subsistence farming is generally restricted to promote local participation and food security. However, investments in agro-processing, value-addition, and advanced agricultural technologies may be encouraged.

Foreign investment in the media and broadcasting sectors is restricted to safeguard cultural values, promote local content, and maintain control over national media outlets.

The acquisition of land by non-citizens in Fiji is subject to specific restrictions under the Land Sales Act. Approval from the relevant authorities is required, and ownership is generally limited to leasehold or specific designated areas.

The establishment and operation of primary and secondary schools are restricted to citizens or local entities in order to maintain control over the education system. However, foreign investment may be allowed in tertiary education institutions subject to certain conditions and approvals.

Foreign investment in the retail and wholesale trade sectors is subject to certain restrictions, including minimum investment thresholds and requirements for joint ventures with local partners. These restrictions aim to protect local businesses and promote fair competition.

Foreign investment in security services, such as private security firms, may be subject to restrictions or licensing requirements to ensure national security and control over sensitive areas.

Foreign Investment