Commercial Law Updates

As at 2018, there are about seventeen (17) regional and international organisations with offices in Fiji. Some of these not only oversee Fiji programs but also programs in the region and in other Pacific Island Countries.

Apart from these regional and international organisations, there are a multitude of other non-profit entities in Fiji working in areas including protecting the natural environment, children's rights and women's rights. Some of these organisations are not registered in Fiji and operate by way of a memorandum of understanding with the Government of Fiji while others are registered as charitable trusts, as branch offices or as companies limited by guarantee.

There are benefits for non-profit entities by establishing a legal entity under Fiji law and the aim of this bulletin is to consider the two most suitable ways to establish (incorporate) a non-profit entity under Fiji law. These are as a:

• Charitable trust; or
• Company limited by guarantee.

A company is not a natural person and it is created by operation of law. In Fiji the Companies Act 2015 regulates Fiji companies and this includes how a company is created (incorporation) and how it ceases to be (dissolution).

A company may be dissolved either voluntarily or because it cannot meet the demands of its creditors and pay its debts. However, the law attempts to provide an orderly process when this happens, known as winding up.

When a company is wound up a liquidator is appointed who should act with professional efficiency to collect all the assets and settle all claims prior to the formal dissolution of the company. In this update, we highlight the recent changes to the Companies Act that aim to increase the regulation of liquidators by providing stricter requirements on who may be appointed as a liquidator.