1. The Company as a Corporate Entity
Tracey Wong Consultant Office of the Attorney-General

2. Overview Origins of company law Regulation of companies
Incorporation of companies and the corporate veil
Formation of companies
Transitional provisions
Overview of selected definitions

3. Companies The company is a separate legal entity Liability is limited
Ability to sue and be sued
Interests in the company can be transferred

4. Why do we have company law?
A Company also has all the powers of a Company, including the power to—
(a) issue, buy back or cancel Shares in the Company;
(b) issue or cancel Debentures, despite any rule of law or equity to the contrary, this power includes a power to issue Debentures that are irredeemable, redeemable only if a contingency, however remote, occurs, or redeemable only at the end of a period, however long;
(c) grant or cancel options over unissued Shares in the Company;
(d) give security by charging uncalled capital;
(e) grant a Charge over the Company’s Property;
(f) arrange for the Company to be registered or recognised as a Company in any place outside Fiji;
(g) distribute any of the Company’s Property among the Members, in kind or otherwise, including on a winding up; and
(h) do anything that it is authorised to do by any other law, including a law of a foreign country.

5. Regulation of Companies
To provide information
To set standards
Protect the public

6. Current law Companies Act (Cap. 247) Capital Markets Decree 2009
Unit Trusts Act (Cap. 228)
Registration of Business Names Act (Cap. 249)

7. Incorporation of Companies
Separate legal entity
Corporate veil
Fraud
Purposes of avoiding legal obligations
Agency
Legislation

8. Process of forming a Company
Members
Type of company
Directors
Secretary
Registered Office
Place of Business
Articles of Association

9. Companies Act (Cap. 247)
Companies Act 2015
Members
Private company – 2 members
Other – 7 members
1 member
Type
Company limited by shares – private or public
Company limited by guarantee
Unlimited liability companies
Private company (limited by shares)
Public company
Limited by shares
Listed
Limited by shares and guarantee
Limited by guarantee
Unlimited liability

10. Companies Act 2015 Companies Act (Cap. 247)
For the purposes of this Act, “private company” means a company which by its articles-
(a) restricts the right to transfer its shares; and
(b) limits the number of its members to 50, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were, while in that employment and have continued, after the determination of that employment, to be, members of the company; and
(c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.
A Private Company is a Company that is registered as, or converts to, a Private Company under this Act and by its Articles of Association—
(a) restricts the right to transfer its Shares;
(b) limits the number of its Members to 50, not including persons who are in the employment of the Company and persons who, having been formerly in the employment of the Company, were, while in that employment and have continued, after the determination of that employment, to be, Members of the Company; and
(c) prohibits any Offer to the Public unless it is an offer of Shares in the Company to—
(i)existing Members of the Company; or
(ii) employees of the Company or of a Subsidiary of the Company.

11. Companies Act (Cap. 247)
Companies Act 2015
Directors
Private company – directors (1 resident in Fiji)
Other – 3 directors (2 resident in Fiji)
Private company – 1 director (1 resident in Fiji)
Public company – 3 directors (2 resident in Fiji)
Secretary
At least 1 secretary (1 resident in Fiji)
Private company – no secretary required (if a secretary is appointed, 1 resident in Fiji)
Public company – 1 secretary (1 resident in Fiji)

12. Companies Act (Cap. 247)
Companies Act 2015
Address
Registered Office
Place of Business
Governing document
Articles of Association
Memorandum of Association

13. Name Limited – public companies Pte Limited – private companies
An unlimited liability company – unlimited liability companies

14. Reporting Requirements
Type
Reporting Requirement (s 388)
Small Private Company (≤$5m)
Proforma Financial Statements if directed by Registrar
Financial Statements if 10% of Members request
Medium Private Company (≥$5m and ≤$20m)
Proforma Financial Statements
Large Private Company (≤$20m)
Financial Statements and a Directors’ Report
Public Companies and Managed Investment Schemes

15. Transitional Par Value abolished Authorised Share Capital not required
Stock becomes shares
Transition for the cancellation of all Bearer Shares, Bearer Stock and Share Warrants

16. Solvency
“Solvency Resolution” means a resolution by the Directors of a Company as to whether or not, in their opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;
“Solvent” in relation to a person, means if, and only if, the person is able to pay all the person’s debts, as and when they become due and payable, and “Solvency” has the related meaning;

17. Other Definitions “Affairs” “Associate”
“Associate” means, in relation to a person or body corporate, any other person or body corporate who or which is controlled by, or which a reasonable person would consider likely to be controlled by, the first named person or body corporate, or to act in concert with that first named person or body corporate, and “Control” as it relates to a body corporate means Control as defined in this section;

18. Other Definitions “Related Body Corporate” “Special Resolution”
Where a Company is a—
(a) Holding Company of another Company;
(b) Subsidiary of another Company; or
(c) Subsidiary of a Holding Company of another Company,
the first-mentioned Company and the other Company are related to each other.
“Special Resolution”

19. Tracey Wong Consultant Office of the Attorney-General