The following are the procedures and requirements under the Companies Act 2015, Companies (Amendment) Act 2016 and Companies Regulations 2015 with regards to:-
a. company name changes required to include (for private businesses) addition of “Pte” on their name;
b. time frame for when this needs to be done; and
c. fines for certain applications of regulation if not done.
1. Company Name Requirements for Companies
1.1 Under the Companies Act 2015 (hereafter referred to as the “Act”), all private company names must be consistent with section 26(1) (b) which states: –
“26.— (1) A Company’s name must
(a) in the case of a limited Public Company, include the word “Limited” or the abbreviation “Ltd” at the end of its name;
(b) in the case of a limited Private Company, include the words “Pte Limited” or the abbreviation “Pte Ltd” at the end of its name; and
(c) in the case of an Unlimited Liability Company, include the words “An Unlimited Liability Company” at the end of its name.” (Emphasis is ours)
1.2 The Act commenced on 1 January, 2016 (hereto referred as the “commencement date”).
1.3 All private companies registered with the Registrar of Companies after the commencement date, must have the words “Pte Limited” or the abbreviation “Pte Ltd” at the end of the registered company name.
2. Existing Company Name
2.1 However, with regards to companies which were in existence before the commencement date, Section 726(2) of the Act outlines the required procedures for existing companies with regards to continuation of names, whereby it states: –
“Continuation of company names
726. — (1) the name of an existing company immediately before the commencement date which was registered under a Repealed Act is taken to be a Company or foreign company’s company name after the commencement date.
(2) An Existing Company which is deemed to be a Private Company under this Act, must comply with section 26(1) (b) within 3 years of the commencement date but is not required to change its company name with the Registrar.”
(Emphasis is ours)
2.2 Therefore, pursuant to Section 726(2) of the Act, all existing Private Companies must comply with the requirements of the new company name procedure within 3 years of the commencement date of the Act.
2.3 In other words, all existing Private Companies operating in Fiji must contain the words “Pte Limited” or the abbreviation “Pte Ltd” at the end of the registered company name within 3 years from the commencement date of the said Act.
2.4 As such, Private Companies must comply with this requirement by 1 January, 2019.
3. Procedure to make Alterations
3.1 All existing Private Companies must add the words “Pte Limited” or the abbreviation “Pte Ltd” at the end of the registered company name and operate under the new company name.
3.2 The existing company need not notify or register the new company name containing the words “Pte Limited” or the abbreviation “Pte Ltd” with the Registrar of Companies but need only to make that addition to the existing company name pursuant to Section 726(2) of the Act.
3.3 At present, there are no forms required to be filled out or any formal application required for this procedure.
3.4 The existing Private Company needs to just add the words “Pte Limited” or the abbreviation “Pte Ltd” to the existing company name within 3 years from the commencement date.
4. The Penalties
4.1 Schedule 6 of the Act, outlines the maximum penalties applicable for offences or violation of the Act.
4.2 In the event existing Private Companies have not made the required alterations to the existing company name (within 3 years), and this comes under the notice of the Office of the Registrar of Companies, the company will be charged with a maximum penalty amounting to a fine of $600.00 (Six Hundred Dollars) under Section 26(b) and Schedule 6 of the Act.
