Last Updated: 1 August 2020
[COM 13,785] SCHEDULE 1 (Regulation 3)MAXIMUM PENALTIES
[Sch 1 am Act 16 of 2020 s 4 and Sch, effective 1 August 2020]
| Item | Section | Maximum penalty | Offence provision |
|---|---|---|---|
| 1. | Section 24 | Private company — $1,000 | Failure to pay annual registration fee within 28 days |
| Public company — $2,000 | |||
| Manager of managed investment scheme — $2,000 | |||
| 2. | Section 26(1) | $600 | Company’s name |
| 3. | Section 28(2) | $1,000 | Changing company name — failure to lodge special resolution within 14 days |
| 4. | Section 29(2) | $1,000 | Failure to comply with Registrar’s direction |
| 5. | Section 30 | $600 | Using a name |
| 6. | Section 31(5) | $300 | Power to dispense with “Limited” — failure to notify Registrar |
| 7. | Section 32 | $6,000 | Firms and persons to be registered |
| 8. | Section 34(2) | $300 | Failure to register subsequent company |
| 9. | Section 36 | $1,000 | Failure to register within 28 days after business commences trading under name |
| 10. | Section 38 | $600 | Certificate of registration to be displayed |
| 11. | Section 39(1) | $1,000 | Failure to notify Registrar within 28 days of change occurring |
| 12. | Section 39(4) | $1,000 | Registration of changes |
| 13. | Section 46(2) | $300 | Failure to adopt articles of association |
| 14. | Section 46(10) | $1,000 | Failure to lodge special resolution adopting, modifying or repealing articles of association within 14 days after special resolution passed |
| 15. | Section 49 | $300 | Failure to send copy of articles of association to member |
| 16. | Section 50(1) | $300 | Registered office |
| 17. | Section 50(2) | $1,000 | Failure to lodge notice of change of address of registered office within 14 days of change |
| 18. | Section 50(5) | $600 | Failure to display name prominently |
| 19. | Section 50(6) | $300 | Failure to display name and words “registered office” |
| 20. | Section 51(2) | $1,000 | Failure to lodge notice of change of principal place of business within 14 days of change |
| 21. | Section 57(1) | $6,000 | Foreign company — failure to register within 28 days of establishing place of business |
| 22. | Section 59(1) | $6,000 | Foreign company — failure to notify Registrar of changes to company within 56 days of change |
| 23. | Section 59(2) | $6,000 | Foreign company — failure to deliver a return in prescribed form to Registrar within 28 days |
| 24. | Section 61(1) | $6,000 | Foreign company — failure to lodge copy of financial statements |
| 25. | Section 61(3) | $6,000 | Foreign company — failure to prepare and lodge financial statements on time |
| 26. | Section 62(1) | $6,000 | Foreign company — failure to lodge written notice within 7 days after ceasing carrying on business in Fiji |
| 27. | Section 62(11)(a) | $1,000 | Foreign company — failure to lodge notice of winding up/deregistration and appointment of liquidator |
| 28. | Section 62(12) | $1,000 | Failure of liquidator of foreign company to perform functions |
| 29. | Section 63(2) | $1,000 | Foreign company — failure to register shares of member |
| 30. | Section 63(3) | $1,000 | Foreign company — failure to keep register in same manner as required of a company |
| 31. | Section 64 | $1,000 | Foreign company — failure to lodge written notice of location of register within 14 days |
| 32. | Section 66 | $1,000 | Foreign company — failure to keep registered office in same manner as required of a company |
| 33. | Section 72 | $1,000 | Foreign company — failure to set out required details on all public documents and instruments |
| 34. | Section 76(3) | $1,000 | Failure to lodge copy of special resolution within 14 days |
| 35. | Section 79(2) | $1,000 | Failure to comply with direction within 2 months |
| 36. | Section 81(1) | $600 | Failure to maintain register |
| 37. | Section 81(2) | $600 | Failure to include choses in action in register |
| 38. | Section 82(1) | $300 | Failure to include members’ information in register of members |
| 39. | Section 82(2) | $300 | Failure of company with share capital to include further details in register |
| 40. | Section 82(3) | $300 | Failure to indicate member who does not hold share beneficially in register of company |
| 41. | Section 82(5) | $300 | Failure to include required information in register of managed investment scheme |
| 42. | Section 82(6) | $300 | Failure to include additional required information in register of members |
| 43. | Section 83(1) | $300 | Failure to include required information in register of option holders |
| 44. | Section 83(2) | $300 | Failure to update register of option holders |
| 45. | Section 83(3) | $600 | Failure to enter information on grant of option within 14 days after grant |
| 46. | Section 83(4) | $300 | Failure to keep copy of every document granting option with register |
| 47. | Section 83(6) | $300 | Failure to change register to reflect transfer of option to company or trustee of managed investment scheme |
| 48. | Section 84(1) | $300 | Failure to include required information in register of debenture holders |
| 49. | Section 85(1) | $600 | Failure to keep register at appropriate location |
| 50. | Section 85(2) | $1,000 | Failure to lodge notice of address where register is kept within 7 days |
| 51. | Section 86(1) | $600 | Failure to allow inspection of register |
| 52. | Section 86(7) | $600 | Failure to give person copy of register or part thereof within 7 days |
| 53. | Section 86(9) | $600 | Failure to give data on computer disk |
| 54. | Section 89 | $1,000 | Failure to notify Registrar in prescribed form of any change to particulars in register |
| 55. | Section 90 | $600 | Private company — failure to notify Registrar in prescribed form of any change to particulars in register |
| 56. | Section 91(1) | $300 | Requirement for at least 3 directors with at least 2 directors ordinarily resident in Fiji |
| 57. | Section 91(2) | $300 | Private company — minimum number of directors |
| 58. | Section 92(1) | $300 | Requirement for at least one company secretary ordinarily resident in Fiji |
| 59. | Section 92(2) | $300 | Private company — minimum number of company secretaries |
| 60. | Section 93(2) | $1,500 | Appointment of disqualified person as director or secretary without permission of Registrar or leave of court |
| 61. | Section 94(1) | $300 | Motion for appointment of 2 or more persons as directors made without resolution or agreement |
| 62. | Section 99(1) | $1,500 | Payment of directors in excess of approved amount |
| 63. | Section 100(1) | $300 | Failure to adhere to members’ direction to disclose information of each director’s remuneration |
| 64. | Section 101(4) | $1,500 | Unapproved benefit, payment, loan or other benefit of a financial nature |
| 65. | Section 103 | $200,000 | Breach of powers |
| 66. | Section 104 | $200,000 | Breach of duty to promote success of company |
| 67. | Section 105 | $200,000 | Breach of duty to exercise independent judgement |
| 68. | Section 106 | $200,000 | Breach of duty to exercise reasonable care, skill and intelligence |
| 69. | Section 107 | $200,000 | Breach of duty to avoid conflict of interest |
| 70. | Section 108 | $200,000 | Breach of duty not to accept benefits from third parties |
| 71. | Section 109 | $200,000 | Breach of duty to declare interest in proposed transaction or arrangement |
| 72. | Section 118(1) | $1,000 | Failure to notify Registrar of a change or to lodge document |
| 73. | Section 118(2) | $300 | Failure by director of private company to adhere to section 118(1) |
| 74. | Section 122(6) | $300 | Failure to sign certificate stating cost of effecting insurance is fair to company |
| 75. | Section 123(2) | $300 | Failure by delegate to exercise powers delegated in accordance with any directions of directors |
| 76. | Section 125(5) | $300 | Failure by a company to allow a person to exercise right to inspect or take copies of company books |
| 77. | Section 129(1) | $1,000 | Failure by a company to notify Registrar of the appointment of a director, alternate director or company secretary within 28 days |
| 78. | Section 129(2) | Small private company – $1,000 | Failure by a company to notify Registrar of a change in the details of a director, alternate director or company secretary within 28 days |
| Listed company – $6,000 | |||
| Other company – $2,000 | |||
| 79. | Section 129(3) | $1,000 | Failure by a company to notify Registrar that a person ceases to be a director, alternate director or company secretary within 28 days |
| 80. | Section 130 | $600 | Failure to give company information to comply with section 129 within 7 days |
| 81. | Section 131(2) | $1,000 | Failure to provide information to Registrar by date specified |
| 82. | Section 132 | $1,500 | Disqualified person not to manage companies |
| 83. | Section 139(1) | $300 | Failure to call general meeting upon members’ request |
| 84. | Section 139(5) | $300 | Failure to call a meeting within 21 days after request is given to company |
| 85. | Section 139(6) | $300 | Failure to hold meeting within 2 months after request is given to company |
| 86. | Section 140(2) | $300 | Failure to call meeting within 3 months after request is given |
| 87. | Section 140(4) | $300 | Failure to give members the copy of the register without charge |
| 88. | Section 142(1) | $300 | Failure to give notice of meeting at least 21 days beforehand |
| 89. | Section 142(3) | $300 | Annual general meeting or general meeting cannot be called on short notice |
| 90. | Section 143(1) | $300 | Failure to give written notice of meeting to members individually |
| 91. | Section 143(2) | $300 | Failure to give notice to joint member named first in register of members |
| 92. | Section 144 | $300 | Failure to give auditor notice of general meeting and any other communication relating to general meeting |
| 93. | Section 148(2) | $300 | Failure by company to give all members notice of resolution |
| 94. | Section 149(6) | $300 | Failure by company to distribute to all members a copy of statement |
| 95. | Section 150 | $300 | Meetings must be held for a proper purpose |
| 96. | Section 168(2) | $300 | Failure to immediately take poll on election of a chair or question of adjournment |
| 97. | Section 170(1) | $600 | Failure to hold an annual general meeting within 18 months after registration |
| 98. | Section 170(2) | $600 | Failure to hold an annual general meeting at least once a year and within 6 months after the end of financial year following first annual general meeting |
| 99. | Section 171(4) | $600 | Failure to hold annual general meeting within extended period |
| 100. | Section 172 | $600 | Failure by company’s auditor to attend annual general meeting |
| 101. | Section 173 | $300 | Failure to allow members to ask questions or make comments on company management at annual general meeting |
| 102. | Section 174(1) | $600 | Failure to keep minute books |
| 103. | Section 174(2) | $600 | Failure to ensure that minutes of meeting are signed |
| 104. | Section 174(5) | $600 | Failure to keep minute books at listed places |
| 105. | Section 175(1) | $300 | Failure to ensure minute books are open for inspection by members free of charge |
| 106. | Section 175(3) | $300 | Failure to send minutes to members within 14 days or longer period approved |
| 107. | Section 185(3) | $300 | Failure by company to give written notice to members within 7 days after variation or cancellation of class rights is made |
| 108. | Section 189(1) | $1,000 | Failure to lodge notice setting out particulars in prescribed form |
| 109. | Section 189(2) | $1,000 | Failure to lodge notice within 14 days after resolution |
| 110. | Section 190(5) | $1,500 | Disclosure of information obtained during inspection of books |
| 111. | Section 199(4) | $1,000 | Failure to lodge copy of resolution within 14 days |
| 112. | Section 204(2) | $300 | Failure to adhere to section 202 or 203 |
| 113. | Section 205 | $1,500 | Solvency test |
| 114. | Section 207 | $6,000 | Failure to pay dividends out of profit |
| 115. | Section 210 | $1,500 | Solvency test |
| 116. | Section 211(1) | $1,000 | Failure to lodge notice of share issue in prescribed form |
| 117. | [Repealed] | ||
| 118. | Section 212 | $1,000 | Failure to lodge notice of share cancellation in prescribed form |
| 119. | Section 213(1) | $1,500 | Failure to notify Registrar of substantial interest |
| 120. | Section 213(3) | $1,000 | Failure to provide required information within 3 working days upon being aware |
| 121. | Section 215 | $1,500 | Solvency test |
| 122. | Section 216 | $300 | Failure by an unlimited liability company to get approval by resolution at a general meeting before reducing its share capital |
| 123. | Section 218(4) | $1,000 | Failure to lodge copy of any resolution in prescribed form within 14 days |
| 124. | Section 218(7) | $1,000 | Failure to lodge notice of meeting and any accompanying document relating to reduction, in prescribed form |
| 125. | Section 219(3) | $1,500 | Dishonest involvement |
| 126. | Section 222(1) | $300 | Failure to obtain members’ approval of terms of buy-back before entering into resolution |
| 127. | Section 222(2) | $300 | Selective buy-back agreement approval |
| 128. | Section 222(3) | $300 | Failure to include statement setting out all material information known to company on how to vote on the resolution |
| 129. | Section 222(5) | $1,000 | Failure to lodge a copy of the notice of the meeting and any document relating to buy-back before notice is sent to members |
| 130. | Section 222(6) | $1,000 | Buy-back under an equal buy-back agreement approval |
| 131. | Section 223(2) | $300 | Disposing of shares |
| 132. | Section 223(4) | $1,000 | Notice of cancellation of shares to Registrar |
| 133. | Section 227 | $300 | Directly acquiring own shares |
| 134. | Section 228(1) | $300 | Taking security over own shares |
| 135. | Section 228(6) | $300 | Failure of company to cease holding shares or units of shares at the end of specified period |
| 136. | Section 230(1) | $300 | Company controlling entity that holds shares in it |
| 137. | Section 230(3) | $300 | Voting rights |
| 138. | Section 230(4) | $20 | Company controlling entity that holds shares in it fails to release shares at the end of 12 months |
| 139. | Section 231(2) | $300 | Failure to adhere to section 227 or 228 if person involved is dishonest |
| 140. | Section 232 | $300 | Financial assistance by a company for acquiring shares in the company or a holding company |
| 141. | Section 233(2) | $300 | Failure to approve financial assistance by special resolution |
| 142. | Section 233(3) | $300 | Approval by a special resolution passed at a general meeting |
| 143. | Section 233(4) | $300 | Failure to include statement setting out all material information known to company on how to vote on the resolution |
| 144. | Section 233(6) | $1,000 | Failure to lodge copy notice of meeting and accompanying documents |
| 145. | Section 233(7) | $1,000 | Failure to lodge resolutions within 14 days |
| 146. | Section 235(2) | $1,500 | Failure to adhere to section 232 if person involved is dishonest |
| 147. | Section 238(1) | $600 | Numbering of shares to be distinguished by an appropriate number |
| 148. | Section 239(1) | $600 | Matters to be specified in share certificate |
| 149. | Section 242(1) | $600 | Instrument of transfer |
| 150. | Section 245 | $600 | Notice of refusal to register transfer within 60 days |
| 151. | Section 248(1) | $300 | Duties of company with respect to issue of certificates |
| 152. | Section 250(9) | $600 | Requirement to notify that a person holds shares in a company within 28 days |
| 153. | Section 251(1) | $600 | Notices relating to non-beneficial and beneficial ownership of shares |
| 154. | Section 251(3) | $600 | Notices relating to non-beneficial and beneficial ownership of shares |
| 155. | Section 251(4) | $600 | Notices relating to non-beneficial and beneficial ownership of shares |
| 156. | Section 251(5) | $600 | Notices relating to non-beneficial and beneficial ownership of shares |
| 157. | Section 251(6) | $600 | Notices relating to non-beneficial and beneficial ownership of shares |
| 158. | Section 252(1) | $1,500 | Prohibition on certain acquisitions of relevant interests in voting shares |
| 159. | Section 252(3) | $1,500 | Prohibition on certain acquisitions of relevant interests in voting shares – target scheme |
| 160. | Section 252(5) | $1,500 | Offers not to be made |
| 161. | Section 256(1) | $300 | Registered bidder’s statement |
| 162. | Section 256(2) | $300 | Requirement for a bidder’s statement |
| 163. | Section 256(3) | $300 | Failure to meet requirements for a prospectus under Part 26 |
| 164. | Section 257(1) | $1,500 | Failure of target company to send registered target’s statement within 14 days of receipt |
| 165. | Section 257(2) | $1,500 | Requirement of target’s statement |
| 166. | Section 259(4) | $600 | Statements by experts |
| 167. | Section 261(3) | $1,500 | Suspension and cancellation of registration of registered bidder’s statement or registered target’s statement |
| 168. | Section 261(8) | $1,500 | Contravention of order |
| 169. | Section 262(1) | $300 | Compulsory acquisition of shares or interests following a takeover |
| 170. | Section 262(2) | $300 | Compulsory acquisition of shares or interests following a takeover |
| 171. | Section 262(3) | $300 | Compulsory acquisition of shares or interests following a takeover |
| 172. | Section 262(4) | $300 | Compulsory acquisition of shares or interests following a takeover |
| 173. | Section 263(1) | $300 | Compulsory acquisition of shares or interests other than following a takeover |
| 174. | Section 263(2) | $300 | Compulsory acquisition of shares or interests other than following a takeover |
| 175. | Section 263(3) | $300 | Compulsory acquisition of shares or interests other than following a takeover |
| 176. | Section 263(4) | $300 | Compulsory acquisition of shares or interests other than following a takeover |
| 177. | Section 264(1) | $300 | Compulsory acquisition of convertible securities |
| 178. | Section 264(2) | $300 | Compulsory acquisition of convertible securities |
| 179. | Section 264(3) | $300 | Compulsory acquisition of convertible securities |
| 180. | Section 264(4) | $300 | Compulsory acquisition of convertible securities |
| 181. | Section 265(1) | $1,500 | Minimum cash sum to be offered under section 263 |
| 182. | Section 265(2) | $1,500 | Minimum cash sum to be offered under section 264 |
| 183. | Section 268 | $30,000 | Approval of securities exchange or central depository required |
| 184. | Section 270(1) | $1,000 | No changes to be made to the securities exchange or central depository rules |
| 185. | Section 270(2) | $1,000 | Proposed amendments to the securities exchange or central depository rules must be made to the Reserve Bank for approval |
| 186. | Section 270(3) | $1,000 | Changes in securities exchange or central depository rules |
| 187. | Section 270(6) | $1,000 | Informing and obtaining prior consent from the Reserve Bank of changes |
| 188. | Section 271(1) | $1,000 | Disciplinary actions by the securities exchange |
| 189. | Section 272 | $1,500 | Securities industry licences required |
| 190. | Section 273(1) | $1,000 | Failure to apply for securities industry licence |
| 191. | Section 277 | $1,000 | Obligation by the holder of a securities industry licence to report changes within 14 days |
| 192. | Section 280(1) | $1,500 | Transactions in listed securities – what holder of a securities industry licence must not do |
| 193. | Section 280(3) | $1,500 | Holder of listed securities must not sell such listed securities |
| 194. | Section 280(4) | $1,500 | Transactions in listed securities |
| 195. | Section 280(5) | $1,500 | The holder of a securities industry licence must not execute a transaction for his or her own account |
| 196. | Section 281 | $6,000 | Prohibition on offers of securities |
| 197. | Section 282 | $6,000 | Prohibition on offers of securities by private companies |
| 198. | Section 283(1) | $1,000 | Offers to the Public may only be made under a prospectus |
| 199. | Section 284 | $1,000 | Minimum content of prospectus |
| 200. | Section 286 | $1,000 | Minimum content of offer document |
| 201. | Section 288(1) | $1,500 | Failure to hold application money and all other money on trust |
| 202. | Section 288(2) | $300 | Failure to return application money |
| 203. | Section 288(3) | $300 | Failure to return application money within 7 days of the end of the 3 month period |
| 204. | Section 289(1) | $300 | Failure to include disclaimer in prospectus and offer document |
| 205. | Section 289(2) | $300 | Failure to include disclaimer in prospectus and offer document |
| 206. | Section 289(3) | $300 | Failure to apply within 28 days of issue date of registered prospectus or registered offer document |
| 207. | Section 289(4) | $300 | Failure to include disclaimer in prospectus and offer document |
| 208. | Section 289(5) | $300 | Failure to include disclaimer in prospectus and offer document |
| 209. | Section 289(6) | $300 | Failure to include disclaimer in prospectus and offer document |
| 210. | Section 289(7) | $300 | Failure to apply within 28 days of issue date of registered prospectus or registered offer document; failure to include disclaimer in prospectus and offer document |
| 211. | Section 297(1) | $1,500 | Trustee |
| 212. | Section 291(2) | $300 | Prospectus or offer document must not contain a statement by a person as an expert |
| 213. | Section 291(3) | $300 | Requirement that a supplementary statement by an expert appear in a prospectus or offer document |
| 214. | Section 294 | $1,500 | Prohibition on issue or offer of debentures |
| 215. | Section 295(1) | $1,500 | Requirement for trust deed and trustee before issue or offer of debentures |
| 216. | Section 297(2) | $1,500 | No conflict of interest or duty in appointment of trustee |
| 217. | Section 302 | $300 | General duties of borrower |
| 218. | Section 303 | $1,000 | Duty to notify the Registrar of information related to trustee within 14 days of appointment |
| 219. | Section 306 | $300 | Duty to inform trustee about charges within 21 days after it is created |
| 220. | Section 307(1) | $1,000 | Duty to give trustee and the Registrar quarterly reports within 28 days after the end of each quarter |
| 221. | Section 310 | $300 | General duties of a guarantor |
| 222. | Section 311 | $300 | Failure to give trustee written details of charge within 21 days |
| 223. | Section 313 | $600 | Breach of trustee’s duties |
| 224. | Section 316(1) | $300 | Borrower’s duty to call meeting |
| 225. | Section 322(1) | $1,000 | Approval by the Reserve Bank to establish a managed investment scheme |
| 226. | Section 324(1) | $300 | Requirement that a managed investment scheme have a manager and trustee |
| 227. | Section 324(3) | $300 | Failure to hold register of members for inspection |
| 228. | Section 325(1) | $300 | Restrictions as to trustee and manager |
| 229. | Section 326(1) | $300 | Nomination of company by trustee |
| 230. | Section 327(3) | $300 | Removal of trustee — manager to propose a replacement trustee |
| 231. | Section 327(4) | $300 | Removal of trustee — resolution to appoint a replacement trustee |
| 232. | Section 328(2) | $300 | Removal of manager — trustee to propose a replacement manager |
| 233. | Section 328(3) | $300 | Removal of manager — resolution to appoint a replacement manager |
| 234. | Section 329(1) | $1,000 | Requirement that Reserve Bank approve scheme deed |
| 235. | Section 330(1) | $1,000 | Failure to lodge copy of scheme deed within 7 days |
| 236. | Section 333 | $300 | Payment of subscription monies to trustee by the manager of any managed investment scheme |
| 237. | Section 336(1) | $300 | Failure of manager to call general meeting |
| 238. | Section 336(2) | $300 | Failure to give notice of meeting |
| 239. | Section 336(5) | $300 | General meeting held not in accordance to section 336(5) |
| 240. | Section 338 | $300 | Notice of meetings must be given to members of a managed investment scheme at least 21 days beforehand |
| 241. | Section 339(1) | $300 | Failure to give written notice of meeting to scheme’s members |
| 242. | Section 339(2) | $300 | Failure to notify joint member first appearing in register |
| 243. | Section 340 | $300 | Manager of a managed investment scheme must give auditor notice and other communications |
| 244. | Section 343(2) | $300 | Notice of resolution must be given by the manager to all its members |
| 245. | Section 344(6) | $300 | Failure to distribute copy of statement to all members |
| 246. | Section 367(1) | $600 | Failure of manager to keep minute books and record proceedings and resolution within 28 days |
| 247. | Section 367(3) | $600 | Failure of manager to keep minute books in listed places |
| 248. | Section 368(1) | $300 | Failure of manager to ensure minute books are open for inspection |
| 249. | Section 368(3) | $300 | Failure of manager to send copy of minute book within specified period |
| 250. | Section 368(4) | $300 | Failure of manager to send copy of minute book within specified period |
| 251. | Section 368(5) | $300 | Payment in excess of prescribed amount |
| 252. | Section 371(1) | Small private company — $600 | Failure to register charge |
| Company limited by guarantee granted a licence under section 31 — $600 | |||
| Listed company — $1,500 | |||
| Other company — $1,000 | |||
| Foreign company — $1,500 | |||
| 253. | Section 372(1) | $300 | Duty of company to register charges existing on property acquired |
| 254. | Section 372(2) | $1,000 | Duty of company to register charges existing on property acquired |
| 255. | Section 374(1) | $1,000 | Variation of charges |
| 256. | Section 375(1) | $1,000 | Satisfaction of and release of property from charges |
| 257. | Section 375(2) | $1,000 | Lodging memorandum |
| 258. | Section 379(5) | $300 | Failure to keep documents relating to a charge on property of the company |
| 259. | Section 379(6) | $300 | Failure to allow creditors or members to inspect register for free |
| 260. | Section 379(7) | $300 | Failure to comply with request for copy of register |
| 261. | Section 386(1) | $1,500 | Obligation to keep financial records |
| 262. | Section 386(2) | $1,500 | Obligation to keep financial records for 7 years |
| 263. | Section 386(3) | $300 | Failure to keep financial records at registered office of company or managed investment scheme |
| 264. | Section 388(1) | $300 | Requirement that financial statements and a directors’ report be prepared for each financial year |
| 265. | Section 388(2) | $300 | Requirement that pro forma financial statements be prepared by all medium private companies |
| 266. | Section 388(3) | $300 | Financial statements prepared by small private company |
| 267. | Section 390(1) | $300 | Requirement that financial statements be accompanied by directors’ declaration |
| 268. | Section 391(1) | $6,000 | Preparation of financial statements to comply with accounting standards |
| 269. | Section 391(2) | $6,000 | Preparation of pro forma financial statements to comply with accounting standards |
| 270. | Section 392(1) | $300 | Requirement to prepare a directors’ report |
| 271. | Section 392(2) | $300 | Requirement that directors’ report contain information that members would require to make an informed assessment |
| 272. | Section 392(3) | $300 | Particulars of report |
| 273. | Section 392(4) | $300 | Financial statements prepared for consolidated entity |
| 274. | Section 393(1) | $300 | Audit of annual financial statements |
| 275. | Section 394 | $1,500 | Audit working papers to be retained for 7 years |
| 276. | Section 395(1) | $600 | Auditor’s independence declaration |
| 277. | Section 396(1) | $600 | Auditor’s report |
| 278. | Section 398 | $30,000 | Auditor must report to the Registrar within 28 days |
| 279. | Section 399 | $600 | Special provisions on audit of debenture issuers and guarantors |
| 280. | Section 400(1) | $600 | Failure to provide annual report to members |
| 281. | Section 400(2) | $300 | Failure of public company to provide annual report to members |
| 282. | Section 400(3) | $300 | Failure of private company and managed investment scheme to provide annual report to members |
| 283. | Section 400(4) | $300 | Failure of small private company to provide financial statements and directors’ report to its members |
| 284. | Section 401 | $600 | Consideration of annual reports at annual general meeting |
| 285. | Section 402 | $1,500 | Additional reporting by debenture issuers |
| 286. | Section 403(1) | $6,000 | Failure to lodge annual report in prescribed form within 4 months of financial year |
| 287. | Section 404(1) | $600 | Failure to lodge amended annual report or pro forma financial statement within 14 days of amendment and give copy to any member upon request |
| 288. | Section 404(2) | $600 | Failure to inform members of nature of amended annual report or pro forma financial statement |
| 289. | Section 405 | $1,500 | Directors and officers of controlled entity to give information when preparing consolidated financial statements |
| 290. | Section 407(4) | $600 | Failure to consolidate financial statements by 12 months |
| 291. | Section 408(1) | $600 | Failure of director to pass solvency resolution within 2 months after end of financial year |
| 292. | Section 409(1) | $1,000 | Failure to notify Registrar of negative solvency resolution |
| 293. | Section 409(2) | $1,000 | Failure to notify Registrar of no passing of solvency resolution, in prescribed form within 7 days after end of the 2 month period at end of financial year |
| 294. | Section 412(1) | $300 | Insurance to be maintained by auditors and liquidators |
| 295. | Section 416(1) | $1,000 | Failure to lodge with Ministry of Justice on occurrence of event within 21 days |
| 296. | Section 416(2) | $1,000 | Failure to lodge with Ministry of Justice circumstances of disqualification |
| 297. | Section 421(1) | $300 | Failure to appoint auditor within 28 days after day company is registered |
| 298. | Section 422(1) | $1,500 | Public company auditor (annual appointments at annual general meetings to fill vacancies) |
| 299. | Section 422(2) | $300 | Failure of directors to appoint an auditor to fill vacancy within 28 days after vacancy occurs |
| 300. | Section 425(1) | $300 | Failure to obtain auditor’s consent before appointment |
| 301. | Section 427(2) | $300 | Failure to give notice of intention to remove auditor at least 2 months before meeting is held |
| 302. | Section 427(4) | $300 | Failure to send copy of representations in accordance with auditor’s request |
| 303. | Section 430(1) | $1,500 | General requirements for auditor independence |
| 304. | Section 430(2) | $1,000 | Failure to notify Ministry of Justice and company or managed investment scheme within 21 days of becoming aware of conflict of interest |
| 305. | Section 433 | $600 | Disqualification of liquidator |
| 306. | Section 434(1) | $300 | Reports by liquidator |
| 307. | Section 437(5) | $300 | Failure to annex copy of order to copy of articles of association |
| 308. | Section 437(9) | $300 | Appointment to administer compromise or arrangement |
| 309. | Section 438(1) | $300 | Information as to compromise with creditors and members |
| 310. | Section 438(2) | $300 | Information as to compromise with creditors and members |
| 311. | Section 438(3) | $300 | Information as to compromise with creditors and members |
| 312. | Section 439(3) | $1,000 | Failure to lodge copy of order within 14 days of order |
| 313. | Section 440(3) | $300 | Power to acquire shares of members dissenting from scheme or contract approved by majority |
| 314. | Section 440(7) | $300 | Power to acquire shares of members dissenting from scheme or contract approved by majority |
| 315. | Section 440(10) | $300 | Failure of transferee company to send copy of notice to transferor company with instrument of transfer and pay, allot or transfer consideration of shares |
| 316. | Section 440(11) | $300 | Failure to register transferee company as holder of shares |
| 317. | Section 440(12) | $600 | Failure to pay into separate bank account all sums received, and failure to hold in trust such consideration |
| 318. | Section 441 | $300 | Persons not to act as receivers or managers |
| 319. | Section 442 | $1,500 | Disqualification of undischarged bankrupt from acting as a receiver or manager |
| 320. | Section 447(1) | $600 | Duties in relation to bank accounts and financial records |
| 321. | Section 448(1) | $1,500 | Failure to notify appointment of receiver or manager |
| 322. | Section 448(2) | $1,500 | Wilful authorisation of default |
| 323. | Section 450(1) | $300 | Information where receiver or manager appointed |
| 324. | Section 450(2) | $300 | Information where receiver or manager appointed |
| 325. | Section 451(1) | $300 | Special provisions as to statement submitted to receiver or manager |
| 326. | Section 451(2) | $300 | Requirement that statement be submitted and verified by affidavit |
| 327. | Section 452 (a) | $1,000 | Delivery to Registrar of accounts of receivers and managers |
| 328. | Section 484 | $200,000 | Penalty for falsification of books |
| 329. | Section 485 | $200,000 | Fraud by officers of company which has gone into liquidation |
| 330. | Section 486 | $200,000 | Officers of company failing to account for loss of part of company’s property |
| 331. | Section 487 | $200,000 | Liability where proper accounts not kept |
| 332. | Section 493 | $1,000 | Notice by liquidator of appointment to be made within 14 days |
| 333. | Section 496 | $600 | Costs of winding up must be payable out of the assets of the company |
| 334. | Section 499 | $1,500 | Corrupt inducement affecting appointment as liquidator |
| 335. | Section 501(2) | $1,500 | Failure to notify that a company is in liquidation |
| 336. | Section 505 | $1,000 | Information as to pending liquidations to be given to Registrar |
| 337. | Section 506(1) | $600 | Failure to pay unclaimed assets to Companies Liquidation Account |
| 338. | Section 530 | $1,000 | Failure to forward a copy of order to Registrar |
| 339. | Section 534(1) | $1,000 | Failure to submit to Official Receiver the statement of company’s affairs after court orders for winding up or appointment of a provisional liquidator |
| 340. | Section 534(2) | $600 | Failure by director or secretary to verify statement |
| 341. | Section 534(3) | $1,000 | Failure to submit statement within 14 days |
| 342. | Section 539 | $1,000 | Failure to notify Registrar of appointment in prescribed form; failure to give Official Receiver information and access to books and documents |
| 343. | Section 545 | $300 | Failure by liquidator to keep records |
| 344. | Section 546(1) | $1,500 | Payment by liquidator to Official Receiver for credit of Companies Liquidation Account |
| 345. | Section 546(3) | $1,500 | Failure to explain retention to satisfaction of the court |
| 346. | Section 546(4) | $1,500 | Payment by liquidator into private bank account |
| 347. | Section 547(1) | $1,000 | Failure of liquidator to send to Official Receiver account of receipts and payments |
| 348. | Section 547(5) | $1,000 | Failure of liquidator to send copy of account to each creditor and contributory within 30 days of audit |
| 349. | Section 574 | $1,000 | Failure to give notice of resolution to wind up voluntarily within 14 days of passing resolution |
| 350. | Section 580(1) | $300 | Failure of company to appoint one or more liquidators in general meeting |
| 351. | Section 583 | $300 | Duty of liquidator to call creditors’ meeting in case of insolvency |
| 352. | Section 584 | $600 | Duty of liquidator to call general meeting at the end of each year |
| 353. | Section 585(1) | $600 | Failure of liquidator to make up account of winding up and to call general meeting |
| 354. | Section 585(2) | $1,000 | Failure to call meeting by advertisement in Gazette and newspaper and lodge with Registrar at least 30 days prior to meeting |
| 355. | Section 585(3) | $1,000 | Failure to lodge a notice in prescribed form within 14 days of meeting |
| 356. | Section 585(4) | $1,000 | If quorum not present — failure to lodge a notice in prescribed form within 14 days of meeting |
| 357. | Section 585(7) | $1,000 | Failure to deliver to Registrar certified copy of order using prescribed form |
| 358. | Section 588(1) | $600 | Meeting of creditors |
| 359. | Section 588(2) | $1,000 | Failure to call meeting by advertisement in Gazette and newspaper and lodge with Registrar at least 30 days prior to meeting |
| 360. | Section 588(3) | $600 | Failure of directors to provide required information of company at meeting of creditors and to appoint a director to preside at meeting |
| 361. | Section 588(4) | $600 | Failure of director to preside at meeting |
| 362. | Section 595 | $600 | Failure to call meetings of company and of creditors at the end of each year |
| 363. | Section 596(1) | $600 | Final meeting and deregistration |
| 364. | Section 596(2) | $1,000 | Failure to advertise meeting and lodge notice in prescribed form at least 30 days prior to meeting |
| 365. | Section 596(3) | $1,000 | Failure to lodge notice in prescribed form within 14 days of meeting |
| 366. | Section 596(4) | $1,000 | If quorum not present — failure to lodge notice in prescribed form within 14 days of meeting |
| 367. | Section 596(7) | $1,000 | Failure to deliver certified copy of order to Registrar in prescribed form within 7 days |
| 368. | Section 602(2) | $300 | Failure to give nominee notice of deregistration |
| 369. | Section 602(4) | $1,000 | Failure to give information as requested by Registrar on current and former officers of a company |
| 370. | Section 605(7) | $1,500 | Failure to keep company’s books for 3 years after deregistration |
| 371. | Section 614 | $270,000 | Prohibited conduct by person in possession of inside information |
| 372. | Section 633(3) | $1,000 | Failure to comply with court order to give assistance |
| 373. | Section 646(8) | $1,000 | Failure to assist |
| 374. | Section 648 | $270,000 | Market manipulation |
| 375. | Section 649(1) | $270,000 | Creating false or misleading appearance of active trading |
| 376. | Section 650(1) | $270,000 | Artificially maintaining trading price |
| 377. | Section 651 | $270,000 | Dissemination of information about illegal transactions |
| 378. | Section 652 | $270,000 | False or misleading statements |
| 379. | Section 653(1) | $270,000 | Inducing persons to deal |
| 380. | Section 654(1) | $270,000 | Dishonest conduct |
| 381. | Section 655(1) | $270,000 | Misleading or deceptive conduct |
| 382. | Section 658 | $120,000 | Offering securities in body that does not exist |
| 383. | Section 659(1) | $120,000 | Offering securities without current disclosure document |
| 384. | Section 659(2) | $120,000 | Offering securities without current disclosure document |
| 385. | Section 660(1) | $120,000 | Misstatement in, or omission from, disclosure document |
| 386. | Section 664(1) | $1,500 | Restrictions on advertising and publicity |
| 387. | Section 666(2) | $120,000 | Failure to notify securities exchange of information |
| 388. | Section 667 | $270,000 | Offering securities in breach of Act |
| 389. | Section 668(1) | $300 | Advertising or publication of false or misleading statements |
| 390. | Section 668(2) | $120,000 | False or misleading statements |
| 391. | Section 668(4) | $6,000 | Failure to take reasonable steps to ensure information given or omission thereof is not false or misleading |
| 392. | Section 669(1) | $120,000 | False information |
| 393. | Section 669(2) | $6,000 | Failure to take reasonable steps to ensure information given is not false or misleading |
| 394. | Section 670 | $1,000 | Obstruction of or hinderance to Registrar |
| 395. | Section 682(1) | $120,000 | Victimisation |
| 396. | Section 682(2) | $120,000 | Victimisation |
| 397. | Section 683(1) | $120,000 | Company, officers, employees and auditors – breach of confidentiality |
| 398. | Section 684(1) | $1,000 | Accessorial liability |
| 399. | Section 684(2) | $270,000 | Accessorial liability |
| 400. | Section 685 | $1,000 | Failure to comply with provision in Part 44 |
| 401. | Section 717(1) | $600 | Failure to make available for inspection book under Act |
| 402. | Section 717(2) | $600 | Failure to keep register open for inspection for same period registered office or company is required to remain open |
| 403. | Section 720(1) | $1,000 | Failure to lodge instrument or copy of instrument with any certified translation of the instrument in English at the same time |
| 404. | Section 720(2) | $300 | Failure to keep certified translation of instrument in English |
| 405. | Section 722(3) | $6,000 | Failure to take reasonable precaution against damage to, destruction or falsification of, books or part of a Book |
| 406. | Section 723 | $200,000 | Falsification of books |
The Laws of Fiji