Company Digital Re-registration Reprieve - Deadline Extended to December

By Tomasi Tuitoga

Key Points

• As part of the digitalFiji transformation project all companies are required to re-register online.

• The Fiji Government has extended the re-registration date from 15 July 2020 to 31 December 2020.

• Companies and business names must apply for re-registration by 31 December 2020 or face de-registration.

Introduction

Last year, the Fiji Government began its long-awaited digital registration process, spearheaded by the flagship digital transformation program digitalFiji.

In a move to improve the accuracy, accessibility and reliability of information, the Companies (Budget Amendment) Act 2019 (Act) requires both local and foreign companies and business name owners to re-register online through the Register of Companies (Register).

In addition to eliminating the need to be physically present to access services, the digital register will reduce transaction times and make Register services accessible online for all Fijians.

The Government has extended the re-registration deadline from 15 July 2020 to 31 December 2020, granting companies some breathing space to ensure compliance with the new legislative scheme.

Re-Registration of Companies

Under the Act, local companies are required to re-register online and must re-submit their articles of association, certain additional company registration documents, and identification documents of all individuals listed in the application.

If an application is not made to re-register by 31 December 2019, the company will be deemed “de-registered’.

Re-Registration of Business Names

The digital re-registration process also applies to business names. Business names are also subject to a continuous re-registration requirement placing obligations on business name owners to renew business names on the register. Business owners are also required to submit personal identification documents.

The re-registration requirements do not apply to business names operating under personal names.

Failure to re-register business names on the online system by 31 December 2020 will result in business names being ceased, and any business owner who continues to trade under that name will face penalties.

Foreign Investors

If your company holds a foreign investor certificate, when re-registering either a business name or company, that foreign investment registration certificate (granted under the Foreign Investment Act 1999) must be submitted alongside other information required by the Registrar.

Consequences of De-Registration

De-registered foreign companies who carry on business in Fiji may be subject to financial penalties and may be in breach of Foreign Investment approvals.[1]

For local companies, consequences are much more severe. Upon de-registration, under the provisions of the Companies Act 2015 local companies will “cease to exist” and assets and liabilities of the company become property of the Registrar.[2] The Registrar will be afforded all ordinary ownership powers over company property, subject to any security interests or claims existing at de-registration, and accordingly, has discretion to dispose of property and apply any money received to cover expenses.[3]

However, officers of a deregistered company will remain liable for any actions taken prior to de-registration and any person carrying on business once a company is de-registered will carry all liabilities personally.

Registration Fees

Currently, no fees apply to digitally re-register your company.

Ongoing business name renewal fees apply at the rate of $10 per year for individuals and small private companies, and $100 per year for other company types.

Company renewal fees will also apply at the following rates:

• Small private company - $10;

• Public company and medium-large private companies - $500; and

• Listed or foreign companies - $1000.

Next Steps

The extension of the re-registration deadline grants a brief reprieve to companies and business name owners.

Moving forward, companies should prepare for the approaching December deadline and ensure they are compliant with the new digital registration requirements.

Note that the re-registration requirements do not apply to company or business names registered on or after 14 June 2019.

If you require assistance to re-register your company or need more information regarding re-registration requirements, please contact Tomasi Tuitoga (tomasi.tuitoga@hanifftuitoga.com.fj) .

[1] Companies Act 2015 ss 626-627; Foreign Investment Act 1999 s 4. [2]Companies Act 2015 s 605. [3] Companies Act 2015 ss 605(3)-(6), 606.