011.Rockwell Olivier: Doing Business in Fiji

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Doing Business inFiji

May 2014

John RidgwayManaging Principal (International)T+61 2 8263 [email protected]


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Nothing(ventured)nothing gained.


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Contents

1. About Rockwell Olivier 4

1. Rockwell Olivier 4

2. About Fiji 6

1. Geography and Climate 6

2. Population and Language 6

3. Government 6

4. Entry Visas and Work Permits 7

5. Currency 7

6. Foreign Exchange 7

3. Foreign Investment 8

1. Approval for foreign investment in Fiji 8

2. Land 8

3. Business Registration 8

4. Procedures and legal requirements toestablish a company 9

1. Local company incorporation 9

2. Branches of Foreign Companies 9

5. Labour and Employment 10

1. Employment 10

2. Superannuation 10

6. Taxation 11

7. Our Team 12

This work is licensed under a Creative Commons Attribution-NonCommercial-ShareAlike 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. Wewere 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. Wedo 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 hasreal, 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.

1.1Rockwell 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 andIndia

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 legalassociations and collaboration in the Pacific region via Pacific Legal Network, which is peerlessin the Asia Pacific region with the knowledge, long standing networks and active relationships ithas in place

Industry sectors Services offered Where Fast moving consumer

goods

Energy, Mining andInfrastructure

Transport & aviation Construction &

infrastructure

Financial services

Hospitality, tourism &gaming

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 theMelbourne and Sydneyoffices

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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1.2Pacific Legal Network and our practice in Fiji

Our Pacific Legal Network(PLN)is the only co-ordinated legal and business service which providesmulti-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 andinternational 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 Fijioffice, located on Victoria Parade in Suva, is managed by Laura Houlihan who is admitted to practicein 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, andour firms professional indemnity insurance covers all of our Fiji work. Two of our principals arelicenced 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, FrenchPolynesia, 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

1.1Geography

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, islocated on the eastern side of the main island of Viti Levu.

2.Population and Language2.1Population

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

2.2Language

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 republicdeclared 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 untilSeptember 2014 pursuant to the new Constitution promulgated in September 2013. Fiji has beensuspended from the Commonwealth since September 2009 and the Pacific Islands Forum since May2009. The current Head of State is interim President Ratu Epeli Nailatikau.

3.1Provincial Government

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

3.2The Legal System

Fijislegal system is a combined common law system with British heritage. The Constitution is thesupreme law.

The current judiciary was established by theAdministration of Justice Decree 2009. There are four

levels of courtthe 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 Constitutionalquestions. It is not uncommon for justices on the Supreme Court to be non-citizens. The Court ofAppeal is solely an appellate court with the majority of cases arising from the High Court. The HighCourt has unlimited jurisdiction to determine civil proceedings.

Customary law was an aspect of provincial government but no allowance has been made for it underthe new Constitution.


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4.Entry Visas and Work Permits

4.1Visitors

Persons entering or leaving Fiji must be in possession of a valid passport issued by the properpassport authority of the country to which he or she is a citizen or national and must be in possessionof 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 monthsvalidity.

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 visitorspermit on arrival in Fiji. Nationals of certain prescribed countries/territories require prior approvalthrough 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 thedate of arrival

4.2Visitors 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 theImmigration Act 2003. An application to extend this period can be made prior to the expiration of thefourteen day period.

4.3Work Permits

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

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 ExchangeControl Act [Cap 211].Designated limits for specific types of payment are released by the RBF eachyear with the required approvals for transactions above the limit. Offshore investment by companies ingeneral requires RBF Approval.

The rules governing exchange control are complicated and specific advice should be sought inrespect of dealings in currency and securities. Generally, it is easier to get money into Fiji rather thantake 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 wishingto carry on business in Fiji require a Foreign Investment Registration Certificate (FIRC) fromInvestment 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 beengaged in carrying on business in a relevant activity in the Fiji Islands. Foreign investment approvalfrom Investment Fiji follows the submission of a proposal and should take five to seven days toprocess.Once a FIRC is obtained, company/business registration with the Companies Office must be lodgedwithin 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 Nativelease land from the indigenous land owners through the i-Taukei Land Trust Board (iLTB). This lastform of land rights were constitutionally protected after public consultation.

Customary Land use is regulated by the Native Title Act2002that established the iLTB whichcomprises 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, amortgage on land that has been leased for more than three years, easements or restrictive covenantsor 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 belodged online provided that a business name availability check and reservation has taken placecompany 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 theirrespective 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. InFiji, 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 oftwo directors, with at least one ordinarily a resident. Alternatively a public company must have aminimum of three directors, at least two of whom are ordinarily residents. It is also necessary for everycompany to have at least one secretary. The draft new Companies Decree is expected to come intoforce in February 2014 which will completely repeal and replace the Companies Act (amongst otherthings). It is also necessary to register with the Fiji Revenue and Customs Authority for Tax and VATpurposes as well as the Reserve Bank of Fiji for the issue of Capital and the Fiji National ProvidentFund as an employer.

2.Branches of Foreign CompaniesAlternatively, a corporation which is incorporated outside Fiji but which has established a place ofbusiness in Fiji has a different registration process. This requires registration with the Registrar ofCompanies as a foreign company within thirty days of establishing a place of business and at leastone 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 listswith 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 andaccounting 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 iffully 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 gainsderived 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, andintroduces minimum wage standards. It also introduces rules prescribing such things as: days andhours of work, wages, maternity leave provisions, holiday leave provisions, etc.

2.Superannuation

Fiji has a compulsory superannuation fund, the Fiji National Provident Fund (FNPF), establishedunder 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 bestructured as a Pay As You Earn contribution.


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6. Taxation

Taxes applicable to businesses in Fiji include:

FNPF

Value Added Taxcurrently 15%

Corporate Tax20% (unless listed or if a company moves its regional or global headquartersto Fiji, then 17%)

Capital Gains Taxgenerally 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 Internationalbusiness group at Rockwell Olivier and has abackground in some of Australias largest lawfirms. John holds a Masters of Law degree fromthe University of Sydney and a GraduateDiploma in Applied Finance from the SecuritiesInstitute of Australia (Corporate Finance major).

John is also a licensed investment advisor in Fiji.He is admitted to practice law in NSW, Vanuatuand has been admitted in Fiji for particularmatters from time to time.

John Ridgway

Managing Principal(International)+61 2 8263 [email protected]

Great minds (dont)think alike.

Nitij holds a Bachelor of Arts from VictoriaUniversity of Wellington, New Zealand, aBachelor of Laws, from Victoria University ofWellington, New Zealand.

Nitij is an executive board member of theAustralian-Fiji Business Council and theAustralia Pacific Islands Business Council, alongwith being a member of the Australian-IndiaBusiness Council and is admitted to practice inNSW and Fiji.

Nitij heads up our Fiji practice group.

Nitij Pal

Principal+61 2 8263 [email protected]

We read (between)the lines.

Laura specialises in corporate advisory,regulatory compliance, financial services and

mergers and acquisitions. Laura assists withclient needs throughout Australia and the Pacificurisdictions, and from Suva is often involved inmergers and acquisitions and similartransactions across the Pacific. She is anexecutive board member of Women In Business(Fiji) and the Suva Chamber of Commerce &Industry.

Laura is admitted to practice in both NSW andFiji. She has been based in Fiji since early 2013and is now managing our Fiji office.

Laura Houlihan

Solicitor+612 8263 [email protected]

Behind every great business

there's a great (lawyer).

011.Rockwell Olivier: Doing Business in Fiji

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