Fiji Company Formation & Entity Choice

Entity types and formation

• 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 offers (Companies Act 2015 (https://laws.gov.fj/Acts/DisplayAct/3231))
• 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 (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 secretary (Companies 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 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 (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 issued (Companies 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 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)