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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015- Effective 1 January 2016Presentation to Nadi Chamber of Commerce
23 February 2019Renu Chand- KPMG
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016
Disclaimer
The information contained herein is of a general nature and is not intended to address thecircumstances of any particular individual or entity. Although we endeavour to provide accurate andtimely information, there can be no guarantee that such information is accurate as of the date it isreceived or that it will continue to be accurate in the future. No one should act on such informationwithout appropriate professional advice after a thorough examination of the particular situation.
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Outline Overview
Incorporation of Companies
Prescribed Registration Fees (Regulations)
Financial Reporting
Transitional Rules
Annual General Meetings (AGM)
Your Checklist
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016
Overview
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
• Companies Act 2015 effective from 1 January 2016
• Companies Act 2015 replaces:
Companies Act 1983
Capital Markets Decree 2009
Unit Trusts Act
Registration of Business Names Act
• Objective is to provide for the regulation of companies “Carrying on Business” in Fiji.
Companies Act 2015 – effective 1 January 2016- Overview
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016
Incorporation of Companies
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Incorporation of Companies
Types of Companies:
i) Private Companies
Small Private Company (consolidated turnover ≤ $5 Million)
Medium Private Company (consolidated turnover > $5 Million to ≤ $20 Million)
Large Private Company (consolidated turnover > $20 Million)
ii) Public Company and Management Investment Schemes
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Incorporation of Companies
• Articles of Association as the governing document:
Companies incorporated under the old Act cannot automatically adopt all the provisions under the New Act.
Existing Articles would need to be amended (e.g. Quorum) Private Company Public Company
Members 1 (less than 50)Directors 1 (1 resident) 3 (2 Resident)Secretary • No requirement
• If appointed then 1 (1 resident)• 1 Secretary (resident)
Address • Registered Office• Place of Business
• Registered Office• Place of Business
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Incorporation of Companies
• “Ordinarily Reside – being present and living in Fiji for an aggregate period of not less than 6 months out of the 12 months immediately preceding.”
• Company Name
Public – Limited
Private – Pte Limited/Ltd
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016
Prescribed Registration Fees (Regulations)
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Prescribed Registration Fees (Regulations)• Depends on Company’s Date of Incorporation (DOI)
• Payable within 28 days of anniversary DOI, example, DOI on 1 March, fee is payable by 28 March each year.
• Penalty provision applies.
Type of Company Prescribed Annual Registration fees (F$VEP)
Penalty(F$VEP)
Small Private Company $10 $100
Company Limited by Guarantee (Granted a licence under section 31 of the Act)
$10 $500
Foreign Company $1,000 $1,000
Listed Company $1,000 $1,000
Company not listed above $500 $500
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Prescribed Registration Fees (Regulations)
• Exemption for Company’s with annual gross turnover ≤ $500K.
Statutory declaration required
• Form R1 needs to be completed and filed at time of making payment.
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016
Financial Reporting
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting
• Financial records
• Types of company
• Consolidated revenue
• Small Private Companies
• Medium Private Companies
• Public company/Large Private Companies/MIS
• Contents of Directors Report
• Contents of Directors Declaration
• Solvency Resolution
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Financial Records:
In English
Correctly explaining all transactions
Enable true and fair financials to be prepared
Retained for 7 years
Kept at registered office
Director access – Direct
• Another person on their behalf by Court Order
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Types of Company
Consolidated Revenue
Public Company No minimum
Large Private Company > $20 million
Managed Investment Scheme No minimum
Medium Private Company > $5 million < and equal to $20 million
Small Private Company < and equal to $5 million
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Consolidated Revenue
Consolidated revenue implies control which is defined in Section 9:
Controls or is in a position to control the composition of the Board
In a position to cast or control the casting of more than one half of maximum number of votes that might cast to a General Meeting, or
Holds or controls more than one-half of the issued share capital
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Small Private Companies
• No preparation/lodgement requirements
•Directed to do so by members with at least 10 % of votes (financial statements not required to be audited)
•Directed to do so by Registrar (pro forma financial statements)
•Controlled by a person or Corporation incorporated outside Fiji (pro forma financial statements)
• Solvency resolution to be passed by directors within 2 months of year end
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Medium Private Companies
• Pro forma financial statements that comply with Accounting Standards (Form A67)
• True and correct
• Solvency resolution to be passed by directors within 2 months of year end
• Lodgement of pro forma financial statements with Registrar within 4 months after the year end (Form A68)
• Registrar can grant a further extension for additional two months
• Penalty provisions
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Public Companies/Large Private Companies/MIS
• Audited Financial Statements that comply with accounting standards
• Directors Report
• Directors Declaration
• Auditor required to provide directors with Auditors Independence Declaration
• Audit Report
• Annual report to members 21 days before AGM or within 4 months after year end (Public Companies)
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Public Companies/Large Private Companies/MIS (cont’d)
• Annual report to members within 4 months of year end (Large Private Companies)
• Lodgement with Registrar within 4 months after end of financial year (Form A68)
• Solvency declaration NOT required if financial statements lodged with the Registrar within the last financial year
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Contents of Director Report
- Sufficiently detailed to allow informed access of:
• Operations
• Financial statements and performance
• Going concern
• Dividends (paid or proposed)
• Details of the consolidated entity (if required)
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Contents of Director Declaration
• Ability to pay debts as and when they are due
• Accounts prepared in accordance with Companies Act 2015
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Financial Reporting Solvency Resolution
• Negative Solvency Resolutions must be notified to the Registrar within the 7 days of the Resolution being passed (Form A70)
• Also required to notify Registrar if Directors have not passed a solvency resolution within 2 months of anniversary date of incorporation
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016
Transitional Rules
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Transitional Rules• An existing company will be deemed to have been formed and registered under
the new Act:
Old Act Companies Act 2015
Private company Private Company
Company limited by shares, other than a private company
Public Company
Unlimited Company Unlimited Liability Company
Company Limited by Guarantee Company Limited by Guarantee
Company Limited by having Share Capital
Company Limited by Shares and Guarantee
Foreign Company Foreign Company
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Transitional Rules• Existing companies would require a review of their Articles Of Association and
necessary amendments to comply with the provisions of this Act.
E.g. use of common seal /single shareholder and Director, appointments and quorum .
• Existing private companies have 3 years (by December 2018) to change its stationery, letterheads, signage to reflect company name “Pte”.
- No requirement for any filings with Companies Office
• No authorized capital or par value of shares in existing company.
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Transitional Rules• Financial Reporting
•Existing Company’s financial year end within one year of 1 January 2016, a financial report prepared in accordance with the old Act is taken to comply with this Act.
•Reports for subsequent years must comply with this Act
•Auditor appointed before 1 January 2016 continues to hold that appointment.
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Transitional RulesFinancial statements (relating to Foreign Companies)
- Where a registered Foreign Company is required to prepare financial statements under the law of its place of incorporation or formation, the Foreign Company must at least once in every calendar year and at intervals of not more than 15 months, lodge a copy of those Financial Statements together with a statement in writing in the Prescribed Form, verifying that the copies are true copies of the documents so required.
- The Registrar may extend the period of lodgement of the Financial Statements.
- Irrespective of the requirements in the home country, the Company must prepare and lodge Financial Statements if required to do so by the Registrar, in the form and time required by the Registrar
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Transitional RulesLate lodgement fees
- Below are the late lodgement fees for the late lodgement of Financial Statements with the Registrar:
Entity Within 1 month after due date
Within 3 months after due date
> 6 months after due date
Small Private Company $5 $10 $50Foreign Company $100 $200 $1,000Listed Company $10 $200 $1,000Company not listed above $50 $100 $500
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016
Annual General Meetings(AGM)
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Annual General Meetings(AGM)
• Single member company not required to hold an AGM.
• First AGM within 18 months of registration.
• Subsequent AGMs must be held once in every calendar year and within 6 months after end of its financial year.
• Registrar of Companies may grant an extension of time to hold an AGM provided a request is made before it should have held its AGM.
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Companies Act 2015 – effective 1 January 2016- Your Checklist
Check Date of Incorporation/Registration
Consolidated Revenue to determine type of company
Payment of Annual Prescribed Registration fee
Financial reporting obligations
Directors need to pass a Solvency resolution - May be overdue!
Company name changes
Seek professional advice – opportunity may exist to incorporate
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Document Classification: KPMG Confidential
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").
Questions
Document Classification: KPMG Confidential
The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International.
The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.
kpmg.com/app
© 2019 KPMG, a Fiji partnership, is part of the KPMG International network. KPMG International Cooperative (“KPMG International”) is a Swiss entity. All rights reserved.
The KPMG name and logo are registered trademarks or trademarks of KPMG International Cooperative ("KPMG International").