This is a reminder to all Fiji‑incorporated companies of the requirement to pass an annual solvency resolution.
Solvency resolution
Directors must pass a solvency resolution within two months after the end of the company’s financial year. For companies with a calendar‑year financial year, the deadline is 28 February 2026. Companies with different financial year ends must comply within two months of their own year‑end date
This requirement does not apply to:
- foreign companies registered in Fiji (branches), or
- Fiji companies that lodge annual reports under Part 32 of the Companies Act.
Nature of the Resolution
A solvency resolution may either be:
- positive – meaning the directors determine the company can pay its debts as they fall due. The resolution only needs to be recorded; no statutory filing is required, or
- negative – meaning the directors consider the company cannot pay its debts as they fall due. The Registrar must be notified within seven days of the passing of the resolution.
Failure to pass the resolution on time
If the company remains solvent but fails to pass the resolution within the stipulated two-month timeframe, it must inform the Registrar by filing the required form[1] within seven days after the end of that two-month period.
Our 2019 Solvency Resolution Reminder Alert sets out some of the relevant law in more detail.
Please contact Glenis Yee, Janice Fong or Jesline Singh for further information on this Alert.
Disclaimer
The information and opinions in this Legal Alert are for general information purposes only. They are not intended as specific legal or other professional advice and should not be relied upon or treated as a substitute for specific advice. Munro Leys can accept no responsibility for any loss arising from reliance on the general information contained in this Legal Alert.
[1] Form A70