Doing Business in

Fiji

May 2014
John Ridgway
Managing Principal (International)
T +61 2 8263 6602
E jridgway@ro.com.au

Nothing
(ventured)
nothing gained.

AP301831.DOCX

Contents

1. About Rockwell Olivier

1. Rockwell Olivier
2. About Fiji
1. Geography and Climate
2. Population and Language
3. Government
4. Entry Visas and Work Permits
5. Currency
6. Foreign Exchange

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3. Foreign Investment
1. Approval for foreign investment in Fiji
2. Land
3. Business Registration

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4. Procedures and legal requirements to

establish a company
1. Local company incorporation
2. Branches of Foreign Companies
5. Labour and Employment
1. Employment
2. Superannuation
6. Taxation

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7. Our Team

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This work is licensed under a Creative Commons Attribution-NonCommercialShareAlike 3.0 Unported License.

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1. About Rockwell Olivier

1. Rockwell Olivier
Rockwell Olivier is an Australian-based firm owned by publicly listed company ILH Group Limited. We
were the first law firm in the world to be listed on a stock exchange.
Our corporate structure is just the first in a list of many ways we differ from your typical law firm. We
do business the way you do business: with accountability to staff, clients, and shareholders alike.
Rockwell Oliviers mission is simple: to facilitate achievement. Your achievement. In a way that has
real, tangible value to you.
For our clients and affiliated firms, the Rockwell Olivier growth strategy will achieve co-ordinated local,
national and international service offerings and private client solutions across key industries.

1.1 Rockwell Olivier at a glance

Over 130 employees including 24 principals and 50 other fee earners

A growing network of member firms and affiliates across Australia, the Asia Pacific region and
India

Offices in Sydney, Perth, Melbourne and Fiji, visiting offices in PNG, Vanuatu and a
representative office in Singapore

Affiliate relationships in more than 15 countries across the Pacific and Asia

Enhanced international capabilities including strategic relationships with international legal

associations and collaboration in the Pacific region via Pacific Legal Network, which is peerless
in the Asia Pacific region with the knowledge, long standing networks and active relationships it
has in place

Industry sectors

Fast moving consumer

goods
Energy, Mining and
Infrastructure
Transport & aviation
Construction &
infrastructure
Financial services
Hospitality, tourism &
gaming

Services offered

Where

Commercial
Transactions & advisory
Litigation & dispute resolution
Insolvency & restructuring
Taxation
Employment & industrial
relations
Insurance
Taxation
Trusts
Employment
Estate planning

Australia
Perth
Sydney
Melbourne
Overseas
Pacific (PNG, Vanuatu, Fiji)
Asia
International relationships
Davis Wright Tremaine
(USA) and IAG via the
Melbourne and Sydney
offices
ALFA International

When you work with us, you connect with a culture of like-minded, entrepreneurial people who aspire
to reinforce client relationships, growth, and business improvement.

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1.2 Pacific Legal Network and our practice in Fiji

Our Pacific Legal Network (PLN) is the only co-ordinated legal and business service which provides
multi-jurisdictional access to lawyers and business advisers across the Pacific, simplifying the process
of being represented in multiple countries.
Our mission is to be the leading provider of legal and business advisory services to corporations and
international institutions operating in the Pacific region. We achieve this by:

utilisation and development of our network of leading law firms and business advisory practices;

expanding throughout the region; and

providing a seamless service into and between the various jurisdictions.

In early 2014, Rockwell Olivier became the first foreign law practice to open a branch in Fiji. The Fiji
office, located on Victoria Parade in Suva, is managed by Laura Houlihan who is admitted to practice
in both Fiji and New South Wales and supported by Nitij Pal, Principal at Rockwell Olivier in Sydney..
We provide legal services in Fiji in our own right, have unrestricted sign-off on all legal matters, and
our firms professional indemnity insurance covers all of our Fiji work. Two of our principals are
licenced investment advisors there.
We have offices and affiliates in Australia, Vanuatu, Fiji, Papua New Guinea, Solomon Islands,
Samoa, New Zealand, American Samoa, Tonga, Timor Leste, Cook Islands, New Caledonia, French
Polynesia, Hawaii, the Marshall Islands, CNMI, Palau, mainland USA, and across Asia.
We have extensive experience across all sectors of the economy in Fiji

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2. About Fiji

1. Geography and Climate

1.1 Geography
Fiji consists of over 300 volcanic and coral islands in Oceania covering 18, 376 square kilometres
(754 sq mi) in an area North of New Zealand and east of Vanuatu. The country's capital, Suva, is
located on the eastern side of the main island of Viti Levu.

2. Population and Language

2.1 Population
The current population is approximately between 850,000 and 900,000 people.

2.2 Language
The official language of Fiji is English however Fijian and Hindi are also widely spoken.

3. Government
Fiji gained independence from Britain in 1970 and adopted a Constitutional democratic system.
However, a series of military coups have periodically interrupted democratic rule with a republic
declared in 1987 and the most recent coup taking place in 2006 led by Commodore Bainimarama.
Despite several High Court challenges the current Interim Government will remain in power until
September 2014 pursuant to the new Constitution promulgated in September 2013. Fiji has been
suspended from the Commonwealth since September 2009 and the Pacific Islands Forum since May
2009. The current Head of State is interim President Ratu Epeli Nailatikau.

3.1 Provincial Government

Under the new Constitution adopted in 2013, individual regional constituencies were abolished and
one national constituency covering the whole of Fiji was established.

3.2 The Legal System

Fijis legal system is a combined common law system with British heritage. The Constitution is the
supreme law.
The current judiciary was established by the Administration of Justice Decree 2009. There are four
levels of court the Magistrates Court, the High Court, the Court of Appeal and the Supreme Court.
The Supreme Court is the final appellate Court and exclusive jurisdiction over Constitutional
questions. It is not uncommon for justices on the Supreme Court to be non-citizens. The Court of
Appeal is solely an appellate court with the majority of cases arising from the High Court. The High
Court has unlimited jurisdiction to determine civil proceedings.
Customary law was an aspect of provincial government but no allowance has been made for it under
the new Constitution.

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4. Entry Visas and Work Permits

4.1 Visitors
Persons entering or leaving Fiji must be in possession of a valid passport issued by the proper
passport authority of the country to which he or she is a citizen or national and must be in possession
of a valid onward/return air ticket from Fiji.
Visitors wishing to travel to Fiji must satisfy the following requirements prior to travelling:

must be in possession of a valid passport or other valid travel document with at least six months
validity.

an onward air ticket which can be used to travel from Fiji to other countries.

If all these requirements are met, visitors from certain countries/territories will be granted a visitors
permit on arrival in Fiji. Nationals of certain prescribed countries/territories require prior approval
through the form of a visa before entering Fiji.
A visitors visa entitles a visitor to remain in Fiji for stays up to four months. A visa can be extended,
before expiry, for a maximum of two more months, with a total maximum stay of six months from the
date of arrival

4.2 Visitors for Business Purposes

A visitors permit is sufficient for business trips lasting less than 14 days if the purpose of the trip is
business or investment that will benefit the country, study, research or consultancy work under the
Immigration Act 2003. An application to extend this period can be made prior to the expiration of the
fourteen day period.

4.3 Work Permits

These are issued by the Work Permit Committee of the Department of Immigration. There are eleven
different types of entry permits and nine entry permit exemption statuses that apply to non-citizens
entering Fiji. Most relevant are work permits for Non-Citizen Skilled Contractors and Investor Permits
for Non-Citizen Investors with approval from Investment Fiji (IF) or an extendable seven year investor
permit.

5. Currency
The unit of currency in Fiji is the Fijian Dollar (FJD).

6. Foreign Exchange
The Reserve Bank of Fiji (RBF) administers exchange controls, in accordance with the Exchange
Control Act [Cap 211]. Designated limits for specific types of payment are released by the RBF each
year with the required approvals for transactions above the limit. Offshore investment by companies in
general requires RBF Approval.
The rules governing exchange control are complicated and specific advice should be sought in
respect of dealings in currency and securities. Generally, it is easier to get money into Fiji rather than
take it out.

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3. Foreign Investment

1. Approval for foreign investment in Fiji

The Fijian Government welcomes private investment by foreign investors. Foreign investors wishing
to carry on business in Fiji require a Foreign Investment Registration Certificate (FIRC) from
Investment Fiji under the Foreign Investment Act 1990 (FIA) (as amended).
A foreign investor in Fiji is an enterprise, other than a national enterprise, engaged or intending to be
engaged in carrying on business in a relevant activity in the Fiji Islands. Foreign investment approval
from Investment Fiji follows the submission of a proposal and should take five to seven days to
process.
Once a FIRC is obtained, company/business registration with the Companies Office must be lodged
within 30 days of the issuance of the FIRC.

2. Land
There are three different types of land ownership in Fiji, Freehold land, State lease land and Native
lease land from the indigenous land owners through the i-Taukei Land Trust Board (iLTB). This last
form of land rights were constitutionally protected after public consultation.
Customary Land use is regulated by the Native Title Act 2002 that established the iLTB which
comprises eighty seven per cent of the land of Fiji. A separate approval process is used to apply for
lease of these lands.
Interests in land can be registered with Registrar of Titles pursuant to the Land Transfer Act [Cap 131]
the Ministry of Lands and Natural Resources if they are a lease for a term of more than three years, a
mortgage on land that has been leased for more than three years, easements or restrictive covenants
or a licence to use the land not previously registered.

3. Business Registration
To undertake business in Fiji, registration is required with the Registrar of Companies. This can be
lodged online provided that a business name availability check and reservation has taken place
company incorporation documents are subsequent lodged. A certificate of incorporation is then
issued.
Some local towns and councils also require businesses to apply for a licence to operate in their
respective jurisdictions.

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4. Procedures and legal requirements to

establish a company

1. Local company incorporation

Once a foreign investor has received a FIRC, it can apply to register with the Companies Office. In
Fiji, companies may be either private or publicly listed and:

Limited by shares;
Limited by guarantee; or
Have unlimited liability.

Under the Companies Act (Cap 247) (Companies Act) private companies must have a minimum of
two directors, with at least one ordinarily a resident. Alternatively a public company must have a
minimum of three directors, at least two of whom are ordinarily residents. It is also necessary for every
company to have at least one secretary. The draft new Companies Decree is expected to come into
force in February 2014 which will completely repeal and replace the Companies Act (amongst other
things). It is also necessary to register with the Fiji Revenue and Customs Authority for Tax and VAT
purposes as well as the Reserve Bank of Fiji for the issue of Capital and the Fiji National Provident
Fund as an employer.

2. Branches of Foreign Companies

Alternatively, a corporation which is incorporated outside Fiji but which has established a place of
business in Fiji has a different registration process. This requires registration with the Registrar of
Companies as a foreign company within thirty days of establishing a place of business and at least
one person in Fiji must be authorized to accept notices on the companys behalf.

3. South Pacific Stock Exchange

The South Pacific Stock Exchange (SPSE) based in Suva, Fiji, is the only licensed securities
exchange in Fiji. There are a number of incentives to listing on the SPSE:

reduced corporate tax rate of 10%;

no tax on consequential gains arising from listing on SPSE (provided the private company lists
with the SPSE within 24 months from the date of commencement of reorganisation,
reconstruction or amalgamation);

tax deduction on financial advisory costs (including investment advisory fees, legal and
accounting fees, underwriting fees and other costs related to listing e.g. printing)

tax-free dividends (if you are resident and deemed taxed for non-resident shareholders too if
fully qualified)

tax-free gains from trading (there is no capital gains tax applicable on gains derived from
disposal of shares in SPSE listed companies. Income tax is also not applicable on gains
derived by resident shareholders from trading of shares.

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5. Labour and Employment

1. Employment
Employment in Fiji is governed principally by the Employment Relations Promulgation 2007 (EP),
administered by the Ministry of Labour, Industrial Relations and Employment.
The EP provides that all employment contracts of more than six months must be in writing, and
introduces minimum wage standards. It also introduces rules prescribing such things as: days and
hours of work, wages, maternity leave provisions, holiday leave provisions, etc.

2. Superannuation
Fiji has a compulsory superannuation fund, the Fiji National Provident Fund (FNPF), established
under the Fiji National Provident Fund Decree 2011. The current rate is 16% of the total wages for the
month with 8% contributed by the employer and 8% contributed by the employee. This can be
structured as a Pay As You Earn contribution.

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6. Taxation

Taxes applicable to businesses in Fiji include:

FNPF

Value Added Tax currently 15%

Corporate Tax 20% (unless listed or if a company moves its regional or global headquarters
to Fiji, then 17%)

Capital Gains Tax generally 10%

Customs and excise duties

Stamp duty

Fringe Benefits Tax

Withholding Tax- currently approximately 15%

Varies Levies are also charged including the Social Responsibility Levy

The above taxes are subject to various incentive and waiver policies for foreign investors.

We know that close and effective (relationships)

matter to you and we offer services that draw on
our significant knowledge and our experience.

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7. Our Team

Get to know our key players.

John leads the Corporate and International
business group at Rockwell Olivier and has a
background in some of Australias largest law
firms. John holds a Masters of Law degree from
the University of Sydney and a Graduate
Diploma in Applied Finance from the Securities
Institute of Australia (Corporate Finance major).
John is also a licensed investment advisor in Fiji.
He is admitted to practice law in NSW, Vanuatu
and has been admitted in Fiji for particular
matters from time to time.

Nitij holds a Bachelor of Arts from Victoria

University of Wellington, New Zealand, a
Bachelor of Laws, from Victoria University of
Wellington, New Zealand.
Nitij is an executive board member of the
Australian-Fiji Business Council and the
Australia Pacific Islands Business Council, along
with being a member of the Australian-India
Business Council and is admitted to practice in
NSW and Fiji.

John Ridgway
Managing Principal
(International)
+61 2 8263 6602
jridgway@ro.com.au

Great minds (dont) think alike.

Nitij Pal
Principal
+61 2 8263 6676
npal@ro.com.au

We read (between) the lines.

Nitij heads up our Fiji practice group.

Laura specialises in corporate advisory,

regulatory compliance, financial services and
mergers and acquisitions. Laura assists with
client needs throughout Australia and the Pacific
jurisdictions, and from Suva is often involved in
mergers and acquisitions and similar
transactions across the Pacific. She is an
executive board member of Women In Business
(Fiji) and the Suva Chamber of Commerce &
Industry.

Laura Houlihan
Solicitor
+612 8263 6669
lhoulihan@ro.com.au

Behind every great business

there's a great (lawyer).

Laura is admitted to practice in both NSW and

Fiji. She has been based in Fiji since early 2013
and is now managing our Fiji office.

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