Overview of Company Law: Incorporation, Corporate Veil, and Legal Entities

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Discover the fundamentals of company law, including the formation and regulation of companies, corporate veil protection, limited liability, and the powers granted to companies. Gain insights into the separate legal entity status, transferability of interests, and the ability of companies to sue and be sued. Explore company powers such as issuing shares, debentures, granting security, and distribution of property among members.

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Tracey Wong Consultant Office of the Attorney-General

Origins of company law Regulation of companies Incorporation of companies and the corporate veil Formation of companies Transitional provisions Overview of selected definitions Origins of company law Regulation of companies Incorporation of companies and the corporate veil Formation of companies Transitional provisions Overview of selected definitions

The company is a separate legal entity Liability is limited Ability to sue and be sued Interests in the company can be transferred

A Company also has all the powers of a Company, including the power to (a) issue, buy back or cancel Shares in the Company; (b) issue or cancel Debentures, despite any rule of law or equity to the contrary, this power includes a power to issue Debentures that are irredeemable, redeemable only if a contingency, however remote, occurs, or redeemable only at the end of a period, however long; (c) grant or cancel options over unissued Shares in the Company; (d) give security by charging uncalled capital; (e) grant a Charge over the Company s Property; (f) arrange for the Company to be registered or recognised as a Company in any place outside Fiji; (g) distribute any of the Company s Property among the Members, in kind or otherwise, including on a winding up; and (h) do anything that it is authorised to do by any other law, including a law of a foreign country.

To provide information To set standards Protect the public

Companies Act (Cap. 247) Capital Markets Decree 2009 Unit Trusts Act (Cap. 228) Registration of Business Names Act (Cap. 249)

Separate legal entity Corporate veil Fraud Purposes of avoiding legal obligations Agency Legislation

Members Type of company Directors Secretary Registered Office Place of Business Articles of Association

Companies Private company members Other Company limited by private or public Company limited by guarantee Unlimited liability companies Companies Act (Cap. 247) Private company 2 members Other 7 members Company limited by shares private or public Company limited by guarantee Unlimited liability companies Act (Cap. 247) Companies Act 2015 1 member Companies Act 2015 1 member Members Members 2 7 members Type Type shares Private company (limited by shares) Public Limited by shares Listed Limited by shares and guarantee Limited by guarantee Unlimited liability Private company (limited by shares) Public company Limited by shares Listed Limited by shares and guarantee Limited by guarantee Unlimited liability company

Companies Act 2015 Companies Act 2015 Companies Companies Act (Cap. 247) Act (Cap. 247) For the purposes of this Act, private company means a company which by its articles- A Private Company is a Company that is registered as, or converts to, a Private Company under this Act and by its Articles of Association (a) restricts the right to transfer its Shares; (b) limits the number of its Members to 50, not including persons who are in the employment of the Company and persons who, having been formerly in the employment of the Company, were, while in that employment and have continued, after the determination of that employment, to be, Members of the Company; and (c) prohibits any Offer to the Public unless it is an offer of Shares in the Company to (i)existing Members of the Company; or (ii) employees of the Company or of a Subsidiary of the Company. (a) restricts the right to transfer its shares; and (b) limits the number of its members to 50, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were, while in that employment and have continued, after the determination of that employment, to be, members of the company; and (c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.

Companies Private company 2 directors Fiji) Other (2 resident in Fiji) Companies Act (Cap. 247) Private company 2 directors (1 resident in Fiji) Other 3 directors (2 resident in Fiji) Act (Cap. 247) Companies Act 2015 Private company 1 director (1 resident in Fiji) Public company 3 directors (2 resident in Fiji) Companies Act 2015 Private company 1 director (1 resident in Fiji) Public company 3 directors (2 resident in Fiji) Directors Directors (1 resident in 3 directors Secretary Secretary At least 1 secretary (1 resident in Fiji) At least 1 secretary (1 resident in Fiji) Private company secretary required (if a secretary is appointed, 1 resident in Fiji) Public company 1 secretary (1 resident in Fiji) Private company no secretary required (if a secretary is appointed, 1 resident in Fiji) Public company 1 secretary (1 resident in Fiji) no

Companies Registered Companies Act (Cap. 247) Registered Office Act (Cap. 247) Companies Act 2015 Office Companies Act 2015 Registered Office Place Articles of Association Address Address Registered Office Place of Business Articles of Association of Business Governing document Governing document Articles of Association Memorandum of Association Articles of Association Memorandum of Association

Name Limited public companies Pte Limited private companies An unlimited liability company unlimited liability companies

Type Type Reporting Requirement Reporting Requirement (s 388) (s 388) Small Private Company ( $5m) Small Private Company ( $5m) Proforma Financial Statements if directed Financial Statements if 10% of Members request Proforma Financial Statements Proforma Financial Statements if directed by Registrar Financial Statements if 10% of Members request Proforma Financial Statements by Registrar Medium Private and Large Private Medium Private Company ( $5m and $20m) Large Private Company Company ( $5m $20m) Company ( $20m) ( $20m) Financial Statements and a Directors Report Financial Statements and a Directors Report Financial Statements and a Directors Report Financial Statements and a Directors Report Public Companies and Managed Investment Schemes Public Companies and Managed Investment Schemes

Par Value abolished Authorised Share Capital not required Stock becomes shares Transition for the cancellation of all Bearer Shares, Bearer Stock and Share Warrants

Solvency Resolution the Directors of a Company as to whether or not, in their opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; Solvent and only if, the person is able to pay all the person s debts, as and when they become due and payable, and Solvency related meaning; Solvency Resolution means a resolution by Solvent in relation to a person, means if, Solvency has the

Affairs Associate Associate corporate, any other person or body corporate who or which is controlled by, or which a reasonable person would consider likely to be controlled by, the first named person or body corporate, or to act in concert with that first named person or body corporate, and Control corporate means Control as defined in this section; Affairs Associate Associate means, in relation to a person or body Control as it relates to a body

Related Body Corporate Where a Company is a (a) Holding Company of another Company; (b) Subsidiary of another Company; or (c) Subsidiary of a Holding Company of another Company, the first-mentioned Company and the other Company are related to each other. Special Resolution