Source-cited draft: company formation & entity choice for Fiji (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
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Company formation overview
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.Companies Act 2015
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 offersCompanies Act 2015 (https://laws.gov.fj/Acts/DisplayAct/3231)
Public company
May offer shares to the public; subject to heavier governance and disclosure requirementsCompanies 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 FijiCompanies Act 2015 (https://www.taxprofiji.com/services/how-to-register-a-private-limited-company-in-fiji)
Minimum directors / officeholders — public company
At least 3 officeholders, at least 2 ordinarily resident in Fiji, plus at least 1 company secretaryCompanies Act 2015 (https://www.taxprofiji.com/services/how-to-register-a-private-limited-company-in-fiji)
Company secretary — private company
Not mandatory for a private company; if appointed, at least one secretary must be ordinarily resident in FijiCompanies 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)Companies Act 2015 (https://laws.gov.fj/Acts/DisplayAct/3231)
Incorporation process
Reserve name, lodge incorporation application with the Registrar of Companies (available online); a Certificate of Incorporation is issuedCompanies Act 2015 (https://www.justice.gov.fj/company/)
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 returnsCompanies Act 2015
Post-incorporation tax registration
New companies must register with FRCS for a TIN and, where applicable, VAT, PAYE and FNPFTax Administration Act 2009
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