Overview
Every commercial relationship in Fiji eventually depends on a document. A shareholder agreement that is silent on the question that matters. A supply contract that doesn't survive the first dispute. A board resolution drafted without the discipline the Companies Act 2015 requires. The cost of getting these documents wrong is paid years later — usually in a courtroom, occasionally in a regulator's office, and always at multiples of what the original advice would have cost.
Our commercial and corporate practice exists to make that cost unnecessary. Led by Poonam Maharaj-Wong — Partner of the firm since 2007 and one of Fiji's most recognised commercial-law practitioners — the practice acts as ongoing counsel to Fijian enterprises across every major sector, and to the founders, families and boards who own and direct them. Our work is equal parts transactional, advisory and structural. We draft what needs to be drafted, advise on what is contemplated before it becomes a problem, and structure what is being built so that it survives growth.
Roughly a third of our commercial work is for clients headquartered in Australia, New Zealand, India or further afield — meaning our drafting, our advice and our process are accustomed to international standards. Our partner's appointment by the South Pacific Stock Exchange to its Annual Awards judging panel in 2017, 2018 and 2019, and her roles within LAWASIA's Real Estate and Transactions Committee, reflect the standing we have built within the regional commercial-law community.
What we do
Our commercial and corporate work spans the full lifecycle of a Fijian company.
Incorporation & entity structuring
Company formation under the Companies Act 2015 — private companies, public companies, foreign branches, joint-venture vehicles and special-purpose entities. We advise on the right vehicle, the tax position, the regulatory regime and the long-term flexibility the founders will need.
Shareholder agreements & constitutions
The single most important documents most companies will ever sign. We draft shareholder agreements and constitutions that anticipate dispute, departure, deadlock and exit — calibrated to the specific commercial reality of the venture, not generic templates.
Commercial contracts
Supply, distribution, agency, franchise, services, licensing and joint-venture agreements. Plain-English drafting from a position of understanding the commercial intent.
Mergers & acquisitions
Buy-side and sell-side counsel on the transactions that change ownership of Fijian businesses — due diligence, structuring, negotiation, regulatory consents and the integration that follows. See also: foreign investment →
Corporate governance & board advice
Director duties, board procedure, conflicts of interest, related-party transactions and the practical machinery of running a well-governed Fijian company. We advise boards in the room, not from a desk.
Group restructure & reorganisation
Demergers, share-class restructures, group simplifications, holding-company arrangements and the tax-and-regulatory choreography these require.
Tender, procurement & major contracts
Drafting tender documentation, service specifications and key performance indicators for both public and private entities — through negotiation, final documentation and ongoing contract management.
Regulatory & compliance
Ongoing compliance with the Companies Act 2015, FRCS requirements, Fair Trading Decree obligations and sector-specific regulators including the Reserve Bank of Fiji, the FCCC and Investment Fiji.
How we work
Commercial work rewards continuity. A firm that knows your business — its shareholders, its risk appetite, its competitive context — gives better advice in a fifteen-minute call than a firm meeting you for the first time gives after a week of investigation. We invest in that continuity.
Every commercial client of any scale has a designated partner who knows the business and is reachable directly. Routine matters are handled efficiently by senior associates; substantive matters are partner-led from the first conversation. We bill transparently — fixed fees for defined work where possible, clear engagement letters where not.
Where matters touch other jurisdictions, we coordinate with overseas counsel as a single team. Our clients should not be the ones managing the interface between their Fijian advisor and their Australian, New Zealand or Indian advisor; we do that work.
Need ongoing commercial counsel?
Let's structure a relationship.
For substantial businesses, the highest-value relationship is with a firm that knows your operation continuously — not transactionally. Let's discuss what that arrangement could look like.
Request a partner call →Sectors we serve
Our commercial practice is genuinely cross-sector. Sectors in which we act for substantial Fijian and international clients include:
- Banking, financial services and insurance
- Hospitality, tourism and resort operations
- Manufacturing and consumer goods
- Telecommunications and technology
- Higher education and academic institutions
- Energy and natural resources
- Agribusiness and food processing
- Statutory bodies and government corporations
- Real estate development and construction
- Retail, wholesale and distribution
- Beverages and consumer staples
- Industrial services and logistics
Representative matters
A selection of recent and historic work, anonymised to protect client confidentiality.
Acted for a Fiji-headquartered manufacturing group on a comprehensive shareholder agreement and constitution refresh ahead of an inbound investment by an Australian private-equity buyer.
Advised the local subsidiary of a multinational hospitality operator on board governance, related-party transactions and FRCS reporting following a global parent-company restructure.
Drafted and negotiated a long-term supply and distribution agreement for an exporter of Fijian agricultural product into the Australian and New Zealand markets.
Acted for the founders of a Suva-based technology business on the shareholder arrangements and capital-raise documentation for their first round of external investment.
Structured and documented a 50/50 joint venture between a major Fijian operator and an international strategic partner, including governance, deadlock and exit mechanics.
Acted for a major Fijian corporate on the tender, procurement and contract documentation for a multi-year strategic outsourcing arrangement.
When to call us
- You are forming a new company in Fiji and want it structured correctly the first time.
- Your existing shareholder agreement was drafted years ago and the business has changed.
- You are negotiating a significant commercial contract — supply, distribution, franchise, joint venture — and want it reviewed by counsel that understands the deal.
- You are restructuring a group of companies, demerging a business, or contemplating an internal reorganisation.
- A regulatory matter has arisen — an FCCC enquiry, an FRCS query, a Companies Office concern — and you need accurate, fast counsel.
- Your board would benefit from a substantive governance review, or you are appointing new directors and want them briefed properly.
- You are considering a Fijian acquisition or divestment — we can act on the transaction and coordinate with offshore counsel.
Frequently asked questions
What's the difference between a private and public company in Fiji?+
Under the Companies Act 2015, a private company is restricted in how it can offer shares to the public and in the number of shareholders it can have, while a public company can offer shares more broadly and is subject to more extensive disclosure and governance obligations. Most businesses in Fiji are private companies. The decision to incorporate as one or the other depends on capital-raising plans, governance preferences and regulatory exposure — we will walk you through which is appropriate.
Do I need a shareholder agreement if I have a constitution?+
Yes, in most cases. The constitution sets the basic rules of the company; the shareholder agreement governs the relationship between the shareholders — who can sell, who can join, who controls what, what happens on death, divorce or dispute. The two documents serve different purposes and well-run companies have both.
What are a Fijian company director's main legal duties?+
The Companies Act 2015 imposes statutory duties on directors including duties of care, good faith, to act for proper purposes, to avoid conflicts of interest, and not to misuse company information. There are also continuing solvency and reporting obligations. Where directors are unfamiliar with these duties — for example, founder-directors of growing businesses, or directors of subsidiaries reporting to overseas parents — a targeted briefing is the simplest way to reduce risk.
Can a foreign company operate in Fiji without incorporating a Fijian company?+
Yes, by registering as a foreign company under the Companies Act 2015. The foreign company must appoint a local agent, file basic documents and meet ongoing reporting obligations. Whether this is preferable to incorporating a Fijian subsidiary depends on tax, liability ring-fencing, banking practicality and long-term plans. We advise on which structure fits.
How long does it take to incorporate a company in Fiji?+
Straightforward incorporations can complete in around five to ten working days once all documents are in order. Foreign-shareholder incorporations may take longer where additional verification is needed. The bigger time-cost is usually upstream — getting the shareholder arrangements, constitution and capital structure right before incorporation, rather than fixing them afterwards.
Do you offer a retainer-style ongoing commercial counsel arrangement?+
Yes. For substantial businesses, we structure ongoing commercial-counsel arrangements that provide partner-level availability for board, contract and regulatory matters as they arise. The arrangement is documented at the outset and reviewed annually. Speak with us about whether it fits your business.