Fiji Company Formation & Entity Choice

Entity types and formation

Companies in Fiji are formed under the Companies Act 2015 and registered with the Registrar of Companies. The most common vehicle for private business is a private company limited by shares.

• Private company limited by shares — Most common entity; name ends in 'Pte Limited' / 'Pte Ltd'; membership capped at 50, share transfers restricted, no public share offers (Companies Act 2015)
• Public company — May offer shares to the public; subject to heavier governance and disclosure requirements (Companies Act 2015)
• Other entity / structure types — Sole trader, partnership, branch of a foreign company, and trusts are also used ((approx — partnerships/sole traders governed by separate law)) (Companies Act 2015)
• Minimum directors / officeholders — private company — At least 1 director who is ordinarily resident in Fiji (Companies Act 2015)
• Minimum directors / officeholders — public company — At least 3 officeholders, at least 2 ordinarily resident in Fiji, plus at least 1 company secretary (Companies Act 2015)
• Company secretary — private company — Not mandatory for a private company; if appointed, at least one secretary must be ordinarily resident in Fiji (Companies Act 2015)
• Minimum share capital — No statutory minimum share capital for a private company ((approx — confirm; foreign investment registration may impose minimums)) (Companies Act 2015)
• Small private company test — Treated as 'small' where consolidated revenue is below FJ$5 million (lighter reporting) FJD (Companies Act 2015)
• Incorporation process — Reserve name, lodge incorporation application with the Registrar of Companies (available online); a Certificate of Incorporation is issued (Companies Act 2015)
• Foreign investment registration — Foreign-owned businesses must obtain a Foreign Investment Registration Certificate before operating ((approx — confirm current foreign investment statute and reserved activities)) (Investment Act 2021)
• Core annual compliance — Annual return to the Registrar, maintenance of statutory registers, annual income tax return to FRCS, and (if registered) VAT returns (Companies Act 2015)
• Post-incorporation tax registration — New companies must register with FRCS for a TIN and, where applicable, VAT, PAYE and FNPF (Tax Administration Act 2009)