Best Investment & Business Structuring Lawyers in Fiji

About Investment & Business Structuring Law in Fiji

Investment and business structuring law in Fiji governs how businesses are formed, reorganized and funded, including the rules for foreign investment and corporate governance. It combines statute law, regulatory guidance and government policy administered by multiple agencies. Understanding this framework helps owners, investors and managers structure operations in a compliant and tax efficient way.

Key features include registration and regulation of Fiji companies, foreign investment approvals, licensing for specific sectors, and alignment with taxation and reporting requirements. Because rules can change with policy updates, it is important to obtain current guidance from official sources and qualified local counsel. For practical guidance, consult Invest Fiji and the Fiji Revenue & Customs Service in addition to private legal counsel.

Accurate information about the framework is available from official government resources. For example, Invest Fiji provides guidance on investment approvals and incentives, while the Fiji Revenue & Customs Service outlines tax compliance obligations for businesses. See sources: Invest Fiji investfiji.gov.fj and Fiji Revenue & Customs Service frcs.org.fj.

Why You May Need a Lawyer

Engaging a lawyer is essential in Fiji to navigate complex regulatory requirements and to tailor structuring solutions to your circumstances. Below are real-world scenarios where legal counsel adds concrete value.

• Setting up a Fiji subsidiary owned by a foreign parent. A lawyer helps draft articles of association, shareholder agreements and director appointments, and ensures the structure complies with the Foreign Investment Act and Companies Act. This avoids later disputes over control and liability.
• Entering a joint venture with a local partner. A solicitor can draft and review a detailed shareholders agreement, define exit mechanisms, transfer restrictions and dispute resolution, while aligning the deal with regulatory approvals under the FIA.
• Seeking foreign investment approvals for a new project. Legal counsel coordinates filings with Invest Fiji, compiles required business plans, and ensures sector-specific licensing and reporting obligations are met.
• Drafting a comprehensive corporate restructuring or a merger. An attorney coordinates due diligence, fairness opinions, changes to shareholding, and regulatory notifications to avoid anti-trust or disclosure issues.
• Implementing tax-efficient ownership and financing structures. A tax or corporate lawyer designs intercompany loan arrangements, transfer pricing considerations and timing of income recognition within Fiji law.
• Addressing ongoing compliance and annual reporting obligations. A lawyer helps prepare annual returns, director resolutions, and share registrar updates to maintain good standing.

Local Laws Overview

The Fiji framework for investment and business structuring rests on several core statutes and regulatory regimes. The exact requirements depend on sector, ownership, and the form of business entity chosen.

• Foreign Investment Act - Governs approvals and registration for foreign investment in Fiji. It sets the framework for when foreign ownership requires consent and how investments are reviewed. The Act and related guidelines are administered with support from Invest Fiji.
• Companies Act 2015 - Regulates incorporation, governance, directors, shareholding and reporting for Fiji-registered companies. It replaces earlier company law and provides the modern basis for corporate structure and compliance in Fiji.
• Taxation statutes (Income Tax Act and VAT/GST regime) - Produce the tax framework for Fiji businesses, including corporate income tax, withholding taxes and value added tax. The Fiji Revenue & Customs Service administers these taxes and issues guidance on rates, filing and incentives.

Recent trends in Fiji include efforts to streamline foreign investment approvals and digitalize filing processes, improving timelines for applicants and reducing friction for business setup. For official guidance on current processes, consult Invest Fiji, the Parliament and AGC resources noted here. See official sources: Invest Fiji investfiji.gov.fj, Fiji Revenue & Customs Service frcs.org.fj, Parliament of Fiji parliament.gov.fj, and Attorney-General's Chambers agc.gov.fj.

Foreign investment approvals in Fiji are governed by the Foreign Investment Act and overseen by Invest Fiji.

Frequently Asked Questions

What is the Foreign Investment Act and why does it matter?

The Foreign Investment Act governs approvals for foreign investments in Fiji and sets criteria for sector eligibility and ownership structures. It is important for timing and compliance when a non-Fiji resident plans to invest or establish operations here.

How do I register a Fiji company under the Companies Act?

To register, you file incorporation documents, define share structure, appoint directors, and submit resolutions with the Registrar of Companies. A local attorney can help prepare the charter and ensure compliance with ongoing reporting requirements.

When is foreign ownership restricted in Fiji and what steps are needed?

Certain sectors require regulatory approval for foreign ownership under the FIA. If your project involves land, natural resources or restricted activities, obtain clearance before investing. An attorney can coordinate with Invest Fiji to secure the necessary approvals.

How long does it take to obtain FIA approval in Fiji?

Processing times vary by sector and completeness of submissions. A well-prepared package with full project details can shorten the timeline, while missing documents typically causes delays. Your lawyer can provide a project-specific estimate.

Do I need a local director to register a Fiji company?

Fiji allows different ownership and director arrangements depending on the sector and act requirements. Some structures require a local director or local service provider for compliance and governance. A lawyer can advise on the best model for your situation.

What are the typical costs to set up a business in Fiji?

Costs include government filing fees, legal fees, and potential registration or licensing charges. Exact amounts depend on company type, sector, and capital structure. Your lawyer can provide a detailed, up-front estimate.

Is there tax incentive for new investments in Fiji?

Tax incentives exist and are administered by FRCS and sometimes coordinated through Invest Fiji depending on the project and sector. Eligibility requirements and documentation are key, so seek tailored guidance.

Can a Fiji company be 100 percent foreign-owned?

In many cases yes, subject to FIA approvals and sector-specific rules. Some activities may require local participation or licensing conditions, so professional advice is essential before structuring ownership.

What is the process for mergers and acquisitions in Fiji?

Due diligence, share transfers, regulatory notifications and, if required, consent from sector regulators are involved. A lawyer coordinates documents, timelines and compliance obligations to avoid delays or breaches.

Do I need a lawyer to restructure a business in Fiji?

Yes. A lawyer helps align restructuring with the Companies Act, FIA and tax rules, drafts key agreements and coordinates regulatory approvals. This reduces risk of later disputes or penalties.

How does Fiji treat imported or cross-border services for VAT?

Fiji applies VAT on goods and services with rules for cross-border supply, including potential reverse charge mechanisms. Consult FRCS guidance to determine timing, rates and filing obligations for your situation.

Additional Resources

• Invest Fiji - Primary government agency promoting and facilitating foreign investment, including investment approvals and incentive programs. investfiji.gov.fj.
• Parliament of Fiji - Source of official legislative texts, amendments and debate records. parliament.gov.fj.
• Attorney-General's Chambers - Government legal counsel with access to official interpretations of Fiji statutes and regulatory notices. agc.gov.fj.
• Fiji Revenue & Customs Service - Authority responsible for tax administration, customs, and guidance on corporate tax and VAT. frcs.org.fj.

Next Steps

1. Clarify your objectives. Define the business model, ownership structure and target timeline for market entry or restructuring. Write a brief strategic outline to share with counsel.
2. Gather foundational documents. Prepare passport copies, company documents from parent entity, proposed share tables, and a summary of the business plan. Having these ready speeds up the process.
3. Engage a Fiji-qualified attorney. Look for a solicitor with specific experience in foreign investment, company formation and tax matters. Request client references and a written scope of work.
4. Obtain initial guidance on approvals. Have your lawyer contact Invest Fiji to determine whether FIA approvals are required and what briefing materials are needed.
5. Draft and review key agreements. Shareholder agreements, articles of association, and any joint venture or sale agreements should be prepared or reviewed before signing.
6. Submit filings and track progress. Lodge registration, approvals and licenses with the relevant authorities, and schedule regular check-ins to monitor status and respond to requests.
7. Finalize compliance and onboarding. Confirm tax registrations, licensing, and annual filing obligations, then implement ongoing governance and reporting processes.