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Dear Investor Congratulations and thank you for investing in Fiji! Prior to establishing your business in Fiji, it is important that you understand that there are twenty-two investment approving agencies that issues permits and licenses depending on the nature of your business. Your registration with Investment Fiji is the first step in the investment approvals process that you have to undertake prior to operating your business. Please take a moment to read and understand your statutory obligations identified on this guide. Should you have any difficulties please feel free to contact the Facilitation Team at Investment Fiji on telephone: 3315988 or email: facilitation@investmentfiji.org.fj. Again, thank you and we wish your business success.

Chief Executive Officer Investment Fiji

INVESTMENT FIJI POST REGISTRATION-INVESTMENT APPROVALS GUIDE

Upon receipt of Foreign Investment Registration Certificate (FIRC) from Investment Fiji, it is mandatory for the investor to obtain approvals for permits and licenses from the following 1st tier investment approval agencies at least within the first three (3) months from the date of registration with Investment Fiji:

1. Department of Immigration 2. Registrar of Companies 3. Reserve Bank of Fiji 4. Fiji National Provident Fund 5. Fiji Revenue and Customs Authority 6. Local town/ city councils or respective rural health authorities for business license to operate in the respective area

The second tier of approvals will depend on the nature or sort of business the investor will undertake, for example fishing or sawmilling license than you would require a license from the Ministry of Agriculture, Fisheries & Forests. The licensing agencies will need to cite the FIRC before they can begin to process your application. Commercial operations begin within 12 months for projects with investment level below $2.5 million and 18 months for investment level on or above $2.5 million effective from the date of registration of the project with Investment Fiji. The company must inform the Investment Fiji of the date when the project starts its commercial operation at least within one month of trading by completing a D1 form available on Investment Fiji Website.

Investors are advised that Investment Fiji has adopted a case base method of facilitating investors where an officer has been assigned to assist investors in liaising with the various investment approving agencies for permits and licenses upon registration with Investment Fiji should they face any difficulties or delays. There are two approaches to this method. Your case base officer will be able to explain, guide and facilitate any impediments being encountered from the various investment approving agencies that is delaying the successful implementation of your project. Please feel free to contact any officers from the Facilitation Unit of Investment Fiji should you require their assistance.

Listed below are brief information and contacts of the various investments approving agencies that is required to assist and guide you with your registration.

1. IMMIGRATION REQUIREMENTS

Any foreign investor wishing to invest and reside in Fiji will need to apply for a work permit on the prescribed form available on the department of immigration website at www.immigration.gov.fj to the Director of Immigration, P O Box 2224, Government Buildings, Suva.

A key post work permit is granted to a foreigner who has obtained a Foreign Investment Registration Certificate. Initially the work permit will be issued for 1 year upon which time there is an appraisal of the project in the form of a progress report by Investment Fiji and Immigration which is then used to determine whether the permit is renewed for a further 2 years.

The application for a time post work permit will need to be made by a company directly to the Immigration Department. Persons designated to represent the interests of foreign investors may also be granted work permits. Upon acquiring the Foreign Investment Registration Certificate, the investor needs to fulfil the requirements of the Immigration Department by completing the work permit application form and providing information as listed. Refer to www.immigration.govt.fj for more detail. It is a requirement of the Immigration Department that an investor applying for a key post position produce evidence that they have either injected into Fiji cash of up to fifty thousand dollars ($50,000); or imported equipment worth fifty thousand dollars ($50,000) with supporting documents as evidence. Coextensive resident permit may also be granted to spouse and children of the investor upon making appropriate application. 2. RESERVE BANK OF FIJI Further to the approval granted by Investment Fiji to start a business in Fiji, investors will also need to liaise with the Reserve Bank of Fiji’s (RBF) Exchange Control Unit to apply for the issuance of shares to non-residents. The RBF will also verify the transfer of funds from offshore to the company’s Fiji-dollar resident bank account and confirm that the company has complied

with the minimum investment requirement of Investment Fiji. More information can be obtained from their website at www.rbf.gov.fj 3. REGISTRAR OF COMPANIES (ESTABLISHMENT OF COMPANIES)

The Memorandum and Articles of Association will need to be prepared in compliance with the Companies Act. A certificate of incorporation will need to be acquired from the Companies Office, prior to commencement of business.

an investor intending on establishing a limited company you must register the company name first. Within 30 days of the name being approved you must then prepare the documents for incorporation. These include the memorandum and articles of association that sets out amongst other things the type of business, how shares are bought and transferred, the liabilities of shareholders, the appointment of Directors, accounting and auditing requirements and how to wind up the company. Prior to having these forms filled out they would have to be firstly stamped by the Stamp Duties Office.

You may contact an Accountant or Lawyer to assist you with the preparation of these documents. A certificate of incorporation will be issued after registration. Please ensure that you pick up the correct business registration form for either a sole trading company or partnership business.

The forms can be purchased from any Government bookshop. The only form available at the Registrar of Companies’ office is those for a sole trading business and the office is located at level 2 of Suvavou House, along Victoria Parade, Suva. The business Registration forms MUST be submitted to the Registrar of Companies within one month of starting your business. Applications for rezoning, building and development permission and subdivision of land comprising of lot sizes of more than 5-acres are made to the relevant local authority and referred to the Department for Town and Country Planning for the Director’s approval. Land and Building applications proposed within municipal areas that have an Approved Town Planning Scheme are lodged and decided at the respective councils. Subdivision of land with lot sizes of less than 5-acres is submitted directly to the Director. Fiji’s general provisions for development as well as site-specific requirements can be discussed with the relevant local authority or with the Department of Town and Country Planning. Developers/investors are advised to submit an Advance Copy of the application lodged at the local authority to the Director of Town & Country Planning for information purposes and preliminary checks. A guide to obtaining development and Building Permits is also available on Investment Fiji website or directly with Town & Country Planning website at: www.townplanning.gov.fj. 4. FIJI REVENUE AND CUSTOMS AUTHORITY (FRCA)

New business must register for both income tax and VAT with the FRCA. This must be done upon obtaining registration certificate from the Registrar of Companies. For more information on FRCA refer to www.frca.org.fj. 5. BUSINESS LICENSE (Municipal Councils OR Respective Rural Health Authorities if outside Town boundary)

Once the investor(s) have decided which area for example town or cities the business will be located, it is a requirement for the business to obtain a permit from the respective city or town councils. For areas outside the jurisdiction of proclaimed cities, towns and Fijian villages the approvals from the rural local authorities will need to be obtained. The above information is being provided to assist and guide foreign investors on the various agencies that they need to obtain permits and licences from subsequent to Investment Fiji registration and prior to the commencement of their business in Fiji. This is not an authoritative text of the various investment approving agency requirements. It is recommended that you seek your own independent advice directly from the respective agencies 6. LAND There are three (3) types of land available in Fiji namely freehold, crown or state lease and native lease. Free hold land can be purchased directly between the buyer and the seller and must be registered with the Registrar of Lands Titles. For crown lease they can be obtained directly from the department of lands and for native lease with the Ministry of iTaukai Affairs. Details of this these can be obtained directly from the respective agencies.

7. FORESHORE LEASE For any foreshore lease the Department of Lands approval must be obtained. As the foreshore lease will encroach into the traditional fishing grounds, the qoliqoli or the fishing owners approval (at least be more than 51%) must also be obtained. The list of the Fishing or Qoliqoli owners can be obtained directly from the Native Lands & Fisheries Commission a division of the Fijian Affairs. Please follow the traditional protocol of obtaining consent by applying through the respective Provincial Office. The Roko Tui in the Provincial Office will be able to guide you on the process to be undertaken. 8. DEVELOPMENT PERMISSION & BUILDING PERMITS Under the Town Planning Act any person wishing to subdivide or rezone a parcel of land, construct a building, or commence a new venture (such as manufacturing, tourism or commerce) on a site must obtain the appropriate Development Permission prior to commencing works. The construction of any building requires a Building Permit in addition to Development Permission. You may contact the Department of Town and Country Planning on P.O. Box 2350, Government Buildings, Suva or the local authorities (municipal councils and rural local authorities). Development Permission and Building Permits ensure that all development accords with Fiji laws and requirements for health and sanitation, transport and access, amenity and safety, and environmental protection. Most permits specify limited validity from the date of approval to the commencement of works on the site. 9. ELECTRICITY AND WATER Investors must apply in writing to the Fiji Electricity Authority for electricity supply and the Public Works Department for water supply. For investors who intend on setting up a power plant in Fiji, in their proposal they will have to take into consideration the maximum energy demand in Fiji and identify whether they will have the capacity to meet this demand. The Public Works Department will also need to be consulted in respect of disposal of trade effluents. 10. EMPLOYER REGISTRATION (FIJI NATIONAL PROVIDENT FUND) An employer is liable to pay Fiji National Provident Fund (FNPF) contributions after hiring an employee for one or more days in a month. Every employer is required by law to register his company with the FNPF. Employers are also required to register their employees (if they are not already members) within one month of the commencement of employment. All new registrations must attach the following documents:

� Certified copy of Business Registration Certificate � Certified copy of passport bio-data page/drivers license for all those associated with the business � Certified copy of Tax Exemption Certificate (if applicable)

� Certified copy of Partnership Agreement (for Partnership business) or Memo and Articles of Association (for Limited

Liability/Companies) � Certified particulars of shareholders in the company � One copy of utility bill stating residential address for all those associated with the business

11. MINISTRY of LABOUR INDUSTRIAL RELATIONS and EMPLOYMENT The Ministry of Labour Industrial Relations and Employment seeks to provide an enabling environment that promotes stable employment relations, improved work environment, dignity in the work place, fair terms and conditions, speedy resolution of grievances, and through mediated resolution to grievances for increased levels of productivity. It is the agency of Government that promotes and implements social justice principles in workplaces throughout Fiji that are compatible with our domestic and international needs. Investors wishing to register and start up business in Fiji will need to ensure that they comply with the relevant legislations which come under the jurisdiction of the Ministry of Labour Industrial Relations and Employment. These legislations include the Employment Relations Promulgation 2007, the Health and Safety at Work Act 1996 and the Workmen Compensation Act Cap 94. The Ministry’s roles and responsibilities are translated through its core services, as outlined below. Labour Administration Service is responsible for the effective administration of the legislation relating to terms and conditions of employment including minimum conditions stipulated under Employment Relations Promulgation and the regulations/ on the control of trade unions and industrial associations under the Industrial Associations Acts.

Labour Compliance Services is responsible for the effective enforcement of legislation relating to minimum terms and conditions of employment which are stipulated under the Employment Relations Promulgation and its Regulations together with the Wages Regulation Orders (WRO). The unit conducts proactive inspections of employers’ workplace and their records of employment to ensure that they adhere to the requirements of these legislations. Employment Relations Service which is part of the Labour Compliance Services is responsible for assessment of all Employment Disputes reported by the either the employer or trade unions on behalf of their members and refers them to either of the institutions (Mediation/Tribunal) for settlement. Mediation/Employment Tribunal Services. The Mediation Services handles Grievances reported by individual workers and other Employment Disputes referred from the Employment Relations Services. The Employment Tribunal handles all unresolved cases from the Mediation Services and Employment Disputes referred from the Employment Relations Services on matters for interpretations. Decisions reached in Mediation and the Employment Relations Tribunal are binding on the parties. National Occupational Health and Safety Service [NOHSS] is responsible for the enforcement of the Health and Safety at Work Act 1996 and its subsidiary legislations and Workmen’s Compensation Act (Cap 98). NOHSS aims to promote and maintain a working environment, which is healthy and safe to both workers and employers and directly contributes to improved productivity. This is achieved by improved OHS awareness through training of OHS committees, joint OHS partnership projects, development of OHS regulations and codes of practices, OHS audits, investigations and enforcement initiatives. The Service also processes Workers Compensation claims for work-related injuries and deaths. It comprises the follow five (5) core services:

• Training, Accreditation, Chemical and Hygiene (TACH) – responsible for OHS training, accreditation and promotion including the assessment and control of hazardous substances.

• Capital Projects and Information Technology (CPIT) – is responsible for the vetting of workplace designs and drawings and the follow-up of construction to comply with the approved designs.

• Risk Engineering Service (RES) is responsible for the vetting of plants and machineries and nondestructive testing of high loading structures such as in buildings tanks pipes steel structures.

• Field Operation Service (FOS) is the enforcement arm of the National OHS Service which is responsible for the implementation of the Health and Safety at Work Act 1996. These include the inspection of all workplaces covered under the Act including the inspection of the plants and equipments, the annual registration of workplaces under the Act.

• Workmen’s Compensation Service (WCS) is responsible for the implementation of the Work Comp Act to ensure that all work related injuries, illness and deaths are recorded, investigated and where relevant payments are made for compensable cases.

12. TRADE MARKS Application for the registration of a Trade Mark should be made to the Administrator General, Government Buildings, Suva. Where an application has been accepted, the applicant shall arrange for the publication of a notice in the Government Gazette and the local newspapers. If there is no objection within three months from the date of publication, a certificate of registration will be issued which will involve a payment of fee. The registration is valid for 14 years and may be renewed. A foreigner wishing to register a Trade Mark must be represented by a duly authorised agent resident in Fiji. 13. PATENTS According to the Patents Act, every inventor of any manufactured article shall be entitled, under the conditions and restrictions enacted, to the exclusive rights of this new invention. A petition for a patent in duplicate is lodged with the Administrator General, Government Buildings, Suva. Detailed specifications of the invention are to be enclosed. Once the petition is approved, a certificate for protection shall be issued. DISCLAIMER The above information is being provided to assist and guide foreign investors on the various agencies that they need to obtain permits and licences from subsequent to Investment Fiji registration and prior to the commencement of their business in Fiji. This is not an authoritative text of the various investment approving agency requirements. It is recommended that you seek your own independent advice directly from the respective agencies.

Contact Address for Investment Approvals of Permits & Licenses:

APPROVING AGENCY APPROVAL REQUIRED CONTACT Fiji Department of Immigration

Work permit issuance The Director Department of Immigration G.P.O. Box 2224 Suva. Ph: 3312622 Fax: 3301653 www.immigration@govnet.gov.fj

Registrar of Companies Business Registration The Registrar Registrar of Companies G.P.O. Box 11869 Suva Ph: 3312981 Fax: 3318830 www.egov.gov.fj

Trademarks & Patents Fiji Revenue & Customs Authority (FRCA)

VAT and Tax Registration The Chief Executive Officer FRCA Private Mail Bag Suva Ph: 3243000 Fax: www.frca.org.fj

Tax Concessions and Depreciation Allowances

Customs Concessions Border control of Import/Export goods

Reserve Bank of Fiji Issuance of Shares The Governor Reserve Bank of Fiji Private Mail Bag Suva Ph: 3313611 Fax: www.rbf.gov.fj

Remittances of funds Approval to operate a Bank Approval for money lending

operation

Department of Town & Country Planning (DTCP)

Approval for Rezoning for subdivision (except in Suva & Lautoka)

The Director DTCP G.P.O. Box 2350 Suva Ph: 3305336 Fax: 3304840

Approval for development outside of City/Town boundary

Department of Lands & Survey

Leasing of state land for Development

The Director Department of Lands & Surveys G.P.O. Box 2222 Suva Ph: 3211516 Fax: 3303841 www.lands.gov.fj

Foreshore Lease Ministry of iTaukai Affairs Leasing of native land The General Manager

iTaukai Affairs Board G.P.O. Box 116

Suva Ph: 3304200 Fax: 3305115 www.itaukeiaffairs.gov.fj

Logging License Gravel License Timber License Department of Local Government

Approval for Development within city/town boundaries

The Director Department of Local Government G. P.O. Box 2131 Suva. Ph: 3304364 Fax: 3311051

Approval for Subdivision within Suva city or Lautoka city

Native Lands & Fisheries Commission

Fishing Rights Consent Native Lands & Fisheries Commission Ministry of Indigenous Affairs Ph: 3301001 Fax: 3309252

Department of Civil Aviation

Foreign Registered Aircraft Permit

The Director Department of Civil Aviation G.P.O. Box 2220 Suva Ph: 3309645 Fax: 3301741

Air Service License (done by the Air Transport Licensing Board)

Department of Fisheries Offshore Fishing License

The Director Department of Fisheries G.P.O. Box 2218 Suva Ph: 3301611 Fax: 3300435

Fiji Islands Maritime Safety Administration (FIMSA)

Coasting Trade License

The Director FIMSA P.O. Box 326 Suva Ph: 3315266 Fax: 3303251 www.fimsa.gov.fj

Department of Forestry Logging License

The Director Department of Forestry G.P.O. Box 2218 Suva Ph: 3301611 Fax: 3300435

Sawmilling License Solicitor General’s Office (Hotel & Liquor Board)

Hotel License The Secretary Hotel & Liquor Licensing Board G.P.O. Box 2213 Suva Ph: 3309866 Fax: 3302404

Liquor License Mineral Resources Department (MRD)

Exploration license The Director Department of Mineral Resources Private Mail Bag Suva Ph: 3381611 Fax: 3370039 www.mrd.gov.fj

Ministry of Health Building material and food standards

The Director Health System Standard G.P.O. Box 2223 Suva. Ph: 3306177 Fax: 3306163

Ministry of Labor, Industrial Relations & Employment

Approvals for Health & Safety requirements of all workplaces

The Permanent Secretary G.P.O. Box 2216 Suva. Ph: 3309156 Fax: 3304701 www.labor.gov.fj

Relevant Town or City Councils

For Business license within Town or City Boundary

Suva City Council

Lautoka City Council Refer to relevant town council in

specified area Relevant Provincial Administrator or District Officer

For Business License outside of Town or City Boundary

Refer to Provincial Administrator or District Officer in specified area The Permanent Secretary Ministry of Provincial Development G.P.O. Box 2219 Ph: 33313400 Fax:3302926

Relevant Rural Local Authority

Building Permits (prior approvals)

Refer Rural Local Authority within local Health Dept The Permanent Secretary G.P.O. Box 2216 Ph: 3309156 Fax: 3304701 www.labour.gov.fj

Water Authority of Fiji (WAF)

New Water Meter Connection Sewerage Connection Meter Relocation Meter Enlargement

The Chief Executive Officer Water Authority of Fiji G.P.O. Box 1272 Ph: 3343777 Fax: 3343283

Telecom Fiji Limited (TFL)

Telephone and Fax connections

The Chief Executive Officer Telecom Fiji Limited Private Mail Bag Suva. Ph: 11 22 33 Fax: 11 22 44

Fiji Electricity Authority (FEA)

Electricity Connection The Chief Executive Officer Fiji Electricity Authority Private Mail Bag Suva. Ph: 132 333 Fax: 3313064

Land Transport Authority (LTA)

Road Contract License Hire Permit Rental Providers

The Chief Executive Officer Land Transport Authority P.O.Box 6677 Nasinu. Ph: 3392166 Fax: 3398925 www.ltafiji.com.fj

• The above list is not conclusive and further information can be obtained from the Facilitation Team at Investment Fiji on telephone 3315988.