Corporate Capital Raising in Fiji

A Decision Pathway for Corporate Issuers

COMPANIES ACT 2015 · A2BF ACT 2025 · WCB REGS 2021

Issuer Company

s.15 / s.16 Companies Act 2015

CHOOSE ENTITY TYPE

Private Company

s.16 Companies Act 2015

capped membership · no public offer

Public Company

s.15 Companies Act 2015

may offer to the public · regulated disclosure

PRIVATE shared route · both entity types PUBLIC
PRIVATE PATHWAY
A2BF ACT 2025 · SOR 2025
A2BF Offers

Small Offer

Equity only
Cap: FJD 2M
Max 48 investors
RI: FJD 20K cap
SI: FJD 50K cap
ELIGIBLE
RI SI OWI

Part 3 Offer

Equity & Debt
Cap: FJD 5M · Licensed platform
RI: FJD 20K cap
SI: FJD 50K cap
Crowdfunding
ELIGIBLE
RI SI OWI
SHARED PATHWAY
COMPANIES ACT 2015 · s.3
PPO

Private Placement Offer (PPO)

Equity & Debt
s.3 exclusion · No prospectus required
Open to both private and public companies
ELIGIBLE
RP II WS 10P EM ES
PUBLIC PATHWAY
COMPANIES ACT 2015 · WCB REGS 2021
Part 26 · 27 · WCB

Public Offer

s.283 · Equity
3 disclosure regimes
Prospectus, Non-Prospectus
or Offer Document
See sub-types ▾

Debentures

Debt securities
Public cos. only
Trust deed + trustee
ELIGIBLE
GP incl. RI

Wholesale Corp Bonds

Listed debt
Info memo +
trust deed
ELIGIBLE
WCBI only

Key & Reading Guide

PATHWAY COLOURS

Sage Private / A2BF
Gold Shared (PPO)
Coral Public Offer (Pt 26)
Slate Debentures (Pt 27)
Mauve WCB

HOW TO READ · Solid coloured arrows mark the primary statutory pathway from each entity type. Dashed gold arrows indicate the optional shared route into PPO. Both private and public companies may issue under PPO. Private companies cannot use Part 26, Part 27 or WCB. Each card lists eligible (non-exhaustive) investor categories, which are defined overleaf.

Click any investor badge to see its definition. Click any offer card to highlight its eligible categories across both views.

Definitions & References

Corporate Capital Raising in Fiji: Companion Glossary

USE WITH FLOWCHART OVERLEAF · COMPANIES ACT 2015 · A2BF ACT 2025 · WCB REGS 2021

01 · INVESTOR CATEGORIES

02 · PATHWAY REFERENCE

03 · STATUTORY REFERENCES

· Companies Act 2015: Sections 3, 15, 16, 283, 285; Parts 26 & 27

· Access to Business Funding Act 2025

· Access to Business Funding (Small Offer) Regulations 2025

· Companies (Wholesale Corporate Bonds) Regulations 2021

DISCLAIMER

This briefing has been prepared by Unkapt for informational purposes only. It summarises the principal capital raising pathways available under Fijian law as at the date of publication and does not constitute legal, financial, tax or investment advice. Statutory thresholds, definitions and regulatory positions are subject to change. Issuers should obtain independent professional advice before proceeding with any capital raising transaction under the Fijian statutory regime described overleaf.

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About Unkapt

Unkapt is an Australian alternative finance and capital advisory firm based in Melbourne, operating across development finance, capital markets advisory and digital finance platforms. Our work spans the Pacific Islands, Southeast Asia, East Africa and Indian Ocean jurisdictions.

The Unkapt Briefing Series provides practitioners, policymakers and investors with concise, actionable intelligence on capital markets frameworks in frontier and emerging jurisdictions. Each briefing is designed to be used as a working reference alongside professional legal and financial advice.

For enquiries about our advisory services, capital markets research, unkapt.capital private placement, the mycrop.capital fractional agricultural investment platform or the blocks.investments fractional property investment platform, please visit our website or contact us directly.