Posts Categorised: Commercial

Introduction The Charitable Trusts Act 1945 (Act) requires charitable trusts registered in Fiji to file a return with the Registrar of Titles (Registrar) at least once a year[1]. Requirements The annual return should contain the following details: names and addresses of all trustees names and addresses of current board members names, addresses and designations of… Read more »

This is our annual reminder to all Fiji companies about passing annual solvency resolutions. These are due within two months after the end of each financial year. Most Fiji companies use the calendar year as their financial year, meaning that annual solvency resolutions must be passed by 28 February in the following year. A company… Read more »

Further to our legal alert of 23 June 2022, amendments have been made to the Investment (Reserved and Restricted Activities) Regulations 2022 (IRRAR). These amendments: provide that a foreign investor must bring, into Fiji, “at least FJD $300,000” within 3 months from the date of incorporation. Previously this referred to the “investment amount” which in… Read more »

Poor legal drafting leaves us more confused (and slightly alarmed) Introduction 1. On 1 August 2022, Fiji moves to a new regime of foreign investment regulation. The old Foreign Investment Act 1999 (FI Act) ends and the new Investment Act 2021 (Investment Act) takes effect. The Investment Act is meant to eliminate the process of… Read more »

The Ministry of Justice has published on its website the names of businesses, locally incorporated companies and foreign companies deemed deregistered from “31 December 2021”. These are available at https://www.justice.gov.fj/deemed-dereg-listing/ The purported date of deregistration i.e. 31 December 2021 is wrong and should instead refer to 1 January 2022. The Companies Act 2015 in section… Read more »

Directors of Fiji incorporated companies must pass a solvency resolution within two months of a company’s financial year-end. This resolution is not required to be passed by directors of a company that have lodged an annual report with the Registrar of Companies within the last financial year. As most companies’ financial year coincides with calendar… Read more »

The deadline for digital re-registration for Fiji incorporated companies, foreign companies registered in Fiji and business names has been extended a fourth time. The new deadline is 31 December 2021, an extension of five months from 31 July 2021. This latest extension was perhaps inevitable given the ongoing disruption to workplaces, including the Companies Registry,… Read more »

Some changes have been made overnight to the MCTTT Guidelines. Principally they are: (a) the inclusion of “primary produce and municipal markets” and “insurance companies” as essential businesses, (b) some clarity that businesses identified as “essential or supporting industries” do not require the “permit to operate”, and (c) that “approved manufacturing and businesses outside of… Read more »

Introduction 1. The Ministry of Commerce, Trade, Tourism and Transport (MCTTT) on 19 May 2021 released guidelines on how “essential” businesses and those supporting “essential” businesses can operate within the Government-declared containment areas at this time. These are available at the MCTTT website. 2. The guidelines suggest that Government thinks “containment” will be with us… Read more »

1. The deadline for the digital re-registration for Fiji incorporated companies, foreign companies registered in Fiji and business names has been extended yet again. The deadline is now 31 July 2021, an extension of four months from 31 March 2021. 2. The consequences of failing to apply for re-registration are severe, particularly for Fiji incorporated… Read more »

Every Fiji-incorporated company must pass an annual solvency resolution (or a different form of resolution if its directors do not consider the company to be solvent on the usual tests) within two months of its financial year-end. Most Fiji-incorporated companies’ financial years coincide with calendar years. That means their solvency resolutions must be passed no… Read more »

The Fiji Ministry of Justice has issued a public notice further extending the deadline for digital re-registration for Fiji incorporated companies, foreign companies registered in Fiji and other businesses required to register their business names. The (brief) announcement can be found here: https://www.justice.gov.fj/2020/12/31/public-notice-digital-registration-deadline-extended-to-31-march-2021 . The extension was necessary – and inevitable – given issues in… Read more »

Introduction 1. In our 15 July 2019 and 9 January 2020 alerts we set out the process for digital re-registration of companies, foreign companies and business names with the final dates for re-registration being (at that time): 15 July 2020 for companies (including foreign companies), and 15 October 2020 for business names. Extension 2. An… Read more »

Introduction COVID-19 has hit hard and unexpectedly, drastically reducing our mobility and economic activity. Many of our businesses are built on key contracts with customers and suppliers. Some of these contracts cross national borders. What happens to contracts in a pandemic? Fiji’s economic response to this crisis is likely to be slower and weaker than… Read more »

Introduction 1. The Reserve Bank of Fiji (RBF) regulates external currency movements under the Exchange Control Act 1950. Thus RBF consent is needed for all external remittances over trading bank delegated limits, including capital and dividend repatriation. 2. As of 2 April 2020, due to the continuing adverse impact of COVID19 on the Fiji economy,… Read more »

Attention company directors and secretaries: Under the Companies Act 2015 every Fiji company must pass an annual solvency resolution (or a different form of resolution if you do not consider the company to be solvent on the usual tests). This must be done within two months of a company’s financial year-end. For those companies who… Read more »

Time-frame for re-registrations 1. In our 15 July 2019 alert we advised of pending company and business name re-registration requirements. Re-registration starts on Wednesday, 15 January 2020 and: companies (including foreign companies) must be re-registered by 15 July 2020 business names must be re-registered by 15 October 2020. New companies and businesses can relax 2…. Read more »

Introduction Earlier this year, we issued a legal alert on the Personal Property Securities Act 2017 (PPSA) available at https://www.munroleyslaw.com/the-ppsa-is-here/. Under the PPSA, 180 days was provided to secured parties to register “prior transactions” on the Personal Properties Securities Registry (PPSR). Prior transactions mean those concluded before 31 May 2019 (the date that the Act… Read more »

Introduction 1. Most companies and business name owners will soon be required to re-register at the Companies Office[1]. Official sources expect this measure to be announced in the fourth quarter of this year. Companies and businesses which do not re-register will apparently be de-registered altogether. 2. These requirements, part of the Companies (Budget Amendment) Act… Read more »

Update – with effect from 1 August 2020 stamp duty in Fiji was abolished. Please review the references to stamp duty in this alert as subject to this development. Introduction A new law comes into effect on 31 May 2019 that will affect nearly everybody who lends borrows leases vehicles and equipment supplies goods on… Read more »

Introduction The Companies Act 2015 requires directors of companies to pass an annual solvency resolution[1]. A solvency resolution is defined in the Act[2] as a resolution by the directors of the company as to whether or not, in their opinion, there are reasonable grounds to believe the company will be able to pay its debts… Read more »

Introduction The Companies Act 2015 requires a company to pay prescribed annual registration fees to the Registrar of Companies within 28 days of the anniversary of its registration date. This means, for example, that if a company (including a company formed before 2016) was registered on 1 April, registration fees must be paid not later… Read more »