Fiji's own local-director requirement
Fiji's Companies Act 2015 requires a private company to have at least one director who ordinarily resides
in Fiji, and a public company to have at least three directors, of which at least two must ordinarily reside
in Fiji. A company secretary, if appointed, must similarly include at least one Fiji resident. Foreign
corporations operating in Fiji must separately register within 28 days of establishing a business presence and
appoint a local representative authorized to accept service of documents. This is a genuine, confirmed
residency requirement for anyone incorporating or operating a company in Fiji -- an NRI investor without a
Fiji-resident co-director or local partner will need to arrange one before incorporating.
Incorporating an Indian company as an NRI founder based in Fiji
An NRI in Fiji setting up an Indian private limited company follows the same Companies Act, 2013 framework
as a founder based anywhere else -- including the requirement that at least one director be a person who has
stayed in India for a specified minimum number of days in the preceding calendar year. This resident-director
requirement is commonly satisfied by bringing in an India-based co-director or professional nominee -- notably
a mirror-image requirement to Fiji's own local-director rule, just applied in the opposite direction.
FDI reporting and repatriating business profits
Foreign investment into an Indian company by an NRI or a Fiji-incorporated entity must comply with FEMA's
FDI reporting requirements, generally through the RBI's online reporting portal, within the prescribed
timelines after each equity issuance or transfer. Repatriating profits or dividends from the Indian company
back to Fiji is generally permitted through normal banking channels, subject to applicable withholding tax
under Indian law and the India-Fiji DTAA's dividend article.
Common mistakes NRI founders and investors in Fiji make:
- Not arranging a Fiji-resident director before incorporating a Fiji company, which is a statutory
requirement under the Companies Act 2015, not an optional formality.
- Not appointing a resident director for an Indian company back home, causing compliance issues under
India's Companies Act, 2013.
- Missing FEMA's FDI reporting deadlines after an equity issuance or transfer.
