Fiji - Get Notification of Resolutions Regarding Shares

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ProcedureEdit

Apply In-Person:

  1. To get Notification of Resolutions Regarding Shares, the applicant must go to the Registrar of Companies office in Fiji. Contacts
  2. The applicant must obtain the “Form A35 - NOTIFICATION OF RESOLUTIONS REGARDING SHARES” Form from the authorities in the Registrar of Companies office.
  3. Make sure that you have all the documents that are mentioned in the “Required Documents” section of this page.
  4. The application form must be filled with the necessary details.
  5. The filled application form must be submitted to the officials in the Fiji’s Registrar of Companies office.
  6. After submitting, the notification of resolutions regarding the company’s shares will be updated in the Registrar of Companies by the officials.
  7. The request must be made within the stipulated time set by the Registrar of Companies office.
  8. If the applicant lately applies for the “Notification of Resolutions Regarding Shares”, then they must pay the late payment fee prescribed by the ROC authorities.
  9. The processing time will be intimated to the applicant while applying.


Apply Online:
ROC Pass:

  1. The “Notification of Statement of Special Rights Carried by Shares” can also be made online in Digital Fiji Online Portal
  2. This process can be made only if the applicant has “ROC Pass” for his/her active registered company.
  3. On the web portal, select the “Apply” option.
  4. It will take you to the “Login Via” page.
  5. There will be two options available, namely, “e-Profile” and “ROC Pass”.
  6. If you are a New User, then you have to create account in “ROC Pass”.
  7. To get the “ROC Pass”, select “How to get ROC Pass” Link in the given website. Web Portal
  8. Then, Enter “Username”, “Email address”, and “Password”.
  9. Then enter the “Unique Entity Number”. (Business Name No. or the Company Number)
  10. Now a new page will open, on this click on the “e-service” tab and then select “Digital Registration” option.
  11. After that enter “Entity No”, and then “Tick the entity type (business name / company or foreign company)”.
  12. Make sure that you have all the documents that are mentioned in the “Required Documents” section of this page.
  13. Then, Complete the Digital registration form, and then “Upload required documents”.
  14. Finally select the “Submit” option.
  15. The ROC office will verify your digital registration application and process. Later, you will receive the ROC-Pass.
  16. After receiving the “ROC Pass”, the applicant can file for “Notification of Resolutions Regarding Shares” using the “Login Credentials” on same website portal. Online Portal
  17. The necessary information must be entered on the web page.
  18. Make sure that you have all the documents that are mentioned in the “Required Documents” section of this page.
  19. After submitting, the notification of resolutions regarding the company’s shares will be updated in the Registrar of Companies office by the officials.
  20. The request must be made within the stipulated time set by the Registrar of Companies office.
  21. If the applicant lately applies for the “Notification of Resolutions Regarding Shares”, then they must pay the late payment fee prescribed by the ROC authorities.
  22. The processing time will be intimated to the applicant while applying.



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Required DocumentsEdit

For Notification of Resolutions Regarding Shares:

  • A copy of the Company's Resolution.
  • Proof of Consent. (for representatives)


For ROC-Pass Creation:

  • Letter of Authorisation (LOA) for whom the ROC Pass Admin Role is to be assigned to(This must be assigned to an Officeholder or any other authorised personnel)
  • LOA must have the following information
  • Director/ Company secretary’s Name
  • Email Address and Phone No
  • Entity Name and No.
  • Copies of tin letter/ joint card and a photo ID - Driver’s licence/ Birth Certificate/ Election Voter Registration. (EVR)


Other Documents for Digital Registration are:
BUSINESS NAMES (INDIVIDUAL/FIRM)

  • Photo ID of individual(s) - business name holder.
  • Tin card/Tin letter of individual(s) - business name holder.
  • Latest Business Name Registration Certificate.
  • Business name holder details. (including email address)
  • Registered trust deed. (if applicable)
  • Foreign company certificate if foreign company is the business name holder.
  • Signed proof of consent of all business name holders if lodged by an agent.
  • Foreign investment registration certificate. (if obtained)
  • Directors’ consent. (Business name holders’ consent if it is firm)
  • Other relevant supporting documents. (if any)


COMPANIES (PRIVATE/PUBLIC)

  • Photo ID of individual(s) –officeholder (s) (Directors/ company secretary)
  • TIN card/letter of all officeholder (s).
  • Officeholder(s)details (including valid email address)
  • Articles of Association. (if adopted its own)
  • Registered trust deed. (if applicable)
  • Director(s)’ consents, If more than one officeholder(s).
  • Latest Company Registration Certificate.
  • Letter of Authority if lodged by an agent.
  • Latest change of Company Name Certificate. (if required)
  • Other relevant supporting documents. (if any)


FOREIGN COMPANIES

  • Photo ID of individual(s) – officeholder(s), local agent.
  • Foreign company registration certificate. (issued by ROC)
  • A statement of all subsisting charges excluding charges in relation to Property solely situated outside Fiji.
  • Certified copy (or if a certified copy cannot be obtained, a copy of the instrument and a statutory declaration confirming it is a true and correct copy) of the charter, statutes or memorandum and articles of foreign company or other instrument constituting or defining the constitution of the foreign company.
  • Signed Directors’ consent by all business name holders if lodged by an agent.
  • Latest copy of Foreign Investment Registration Certificate. (FIRC)
  • Foreign company Incorporation certificate. (Country of Incorporation)
  • Other relevant supporting documents. (If any)



Office Locations & ContactsEdit

Registrar of Companies Office
Level 2, Suvavou House Victoria Parade, Suva, Fiji
Phone: (679) 331 2981
Fax: (679) 3318 830
Hotline: 321-2311
Hours - Monday –Friday - 9.00 am – 5.00 pm
E-mail: [email protected]

[email protected]
[email protected]

Address & Contacts link
Location link

EligibilityEdit

  • Active Company Owner in Fiji is eligible to apply for this procedure.
  • ROC Pass holder of an active registered company. (For online Registration)



FeesEdit

  • There is no fee for this procedure.
  • However, if the applicant makes late notification about the process, then the stipulated late lodgement fee will be applied.



ValidityEdit

Explain the time until which the certificate/document is valid.
E.g. Birth Certificate Valid Forever


Documents to UseEdit

Please attach documents that can be used by people. E.g. links


Sample DocumentsEdit

Please attach sample completed documents that would help other people.



Processing TimeEdit

  • The processing time will be intimated to the applicant while applying.



Related VideosEdit

Videos explaining the procedure or to fill the applications.
Attach videos using the following tag <&video type='website'>video ID|width|height<&/video&>
from external websites.
Please remove the '&' inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver,
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.g In the following url 'http://www.youtube.com/watch?v=Y0US7oR_t3M' Video ID is 'Y0US7oR_t3M'.



InstructionsEdit

Please provide other instructions related to the certificate/documents.
E.g. the state office holds birth records since January 1908.


Required InformationEdit

COMPANY DETAILS

  • Company name
  • Company number


LODGEMENT DETAILS
Who should the Registrar contact if there is a query about this form?

  • Firm/organisation
  • Contact name
  • Position description
  • Telephone number (during business hours)
  • Email address (optional)
  • Level/Office building
  • Street number and street
  • Town/City
  • Island


SUBJECT(S) OF THE RESOLUTION (Tick Wherever applicable)

  • Convert Shares into larger or smaller number - Section 199
  • Selective reduction in share capital - Section 218(4)
  • Share Buy-Back Section - 222(6)
  • Financial assistance by a company for acquiring Shares in the Company or Holding Company approval by the Company’s own Members - Section 233(1)
  • Financial assistance by a Company for acquiring Shares in the Company or Holding Company’s approval by members of Listed Holding Company - Section 233(2)
  • Financial assistance by a Company for acquiring Shares in the Company or Holding Company’s approval by Members of the Ultimate Holding Company in Fiji - Section 233(3)
  • Other
  • Section
  • Brief description


DETAILS OF RESOLUTION

  • Date of meeting or resolution
  • The resolution
    • Set out below
    • In the attached annexure


SIGNATURE

  • Name
  • Signature
  • Date signed


ATTACHMENT 1
COMPANY DETAILS

  • Company Name
  • Company Number


Share structure before consolidation/subdivision

  • Share class code
  • Full title if not standard
  • Total number of Shares
  • Total amount paid on these Shares
  • Total amount unpaid on these Shares


Share structure after consolidation

  • Share class code
  • Full title if not standard
  • Total number of Shares
  • Total amount paid on these Shares
  • Total amount unpaid on these Shares


SHARE STRUCTURE AFTER SUBDIVISION

  • Share class code
  • Full title if not standard
  • Total number of Shares
  • Total amount paid on these Shares
  • Total amount unpaid on these Shares


DETAILS OF MEMBERS MEMBER

  • Surname
  • First name(s)
  • Former name or Company name
  • Company number (if incorporated in Fiji)
  • Country of incorporation (if not Fiji)
  • Level/Office building
  • Street number and street
  • Town/City
  • Island/State/Territory
  • Postcode
  • Country (if not Fiji)
  • Share class code
  • Number of Shares taken up
  • Amount agreed to pay per Share
  • Total $ paid on these
  • Shares Amount unpaid per Share
  • Total $ unpaid on these Shares
  • Fully paid (Y/N)
  • Beneficially held (Y/N)



Need for the DocumentEdit

If there is any special rights carried by the company shares, this application must be made to the Registrar of Companies.


Information which might helpEdit

  • All local companies, foreign companies, or Business Name owners in Fiji must have digital registration of their Business/Company.
  • The last date to complete their Digital Registration process in December 31, 2021.



Other uses of the Document/CertificateEdit

Please explain what are other uses of obtaining this document/certificate.
E.g. Birth Certificate can be used as proof of identity.


External LinksEdit

Place some external links which might help.



OthersEdit

More information which might help people.