Credit Union Act 2025

203 CREDIT UNION ACT 2025 (ACT NO. 30 OF 2025) ________ SECTIONS PART 1—PRELIMINARY

1. Short title and commencement
2. Interpretation
3. Objective PART 2—SUPERVISORY AUTHORITY Division 1— Reserve Bank
4. Administration
5. Authority to contract for professional services Division 2—General provisions
6. Fees
7. Annual report
8. Other responsibilities
9. Exclusion from liability PART 3—ESTABLISHMENT AND OPERATION OF A CREDIT UNION Division 1—Licensing and registration requirements
10. Application for licence
11. Application for registration
12. Co-operatives
13. Viability of credit union
14. Standard by-laws
15. Prohibition from doing credit union business without licence or registration
16. Investigation by Reserve Bank
17. Decision on application to be in writing
18. Appeal to the Credit Union Tribunal
19. Effect of licence or registration
20. Requirements for commencing business
21. Deadline for commencing business
22. Establishment costs Division 2—Membership
23. Members
24. Application for membership
25. Meetings
26. Amendment of by-laws
27. Liability of members

204 Division 3—Directors, committees and general manager 28. Board of Directors 29. Duties of board 30. Vacancies and removal 31. Executive committee 32. General manager 33. Supervisory committee 34. Credit committee 35. Fitness and propriety of directors, committee members and general manager 36. Conflict of interest 37. Directors, committee members and general manager 38. Compensation Division 4—Financial statements and audits 39. Books and records 40. Financial statements 41. Audits and auditors 42. Alternative optional audit procedure for registered credit unions Division 5—Reserves, capital and liquidity 43. Regulatory reserves allocations 44. Capital requirement 45. Statutory liquidity deposit PART 4—ACTIVITIES OF CREDIT UNION Division 1—Powers of credit union 46. General and incidental powers 47. Additional powers 48. Purchase and sale of property Division 2—Share accounts, deposit accounts and borrowings 49. Membership shares 50. Authority to mobilise deposits 51. Dividends and interest 52. Account withdrawals 53. Receipt, transfer and payment 54. Approval for borrowings required 55. Share and deposit insurance protection 56. Dormant account 57. Abandoned property and unclaimed monies 58. Form of account 59. Powers of account holders

205 60. Ownership interest 61. Discharge of liability on payment 62. Division of account on death 63. Account in the name of minor 64. Voting and office-holding 65. Discharge of liability on payment Division 3—Loans and investments 66. Power to lend 67. Limitation on loans 68. Interest rates 69. Written instrument required 70. Line of credit 71. Tie in provisions prohibited 72. Additional requirements for loans to directors, committee members and senior management 73. Authorisation to act as guarantor 74. Purchases of assets and services from insiders 75. Borrower payment of loan expenses 76. Prepayment privilege 77. Penalty for late payment 78. Liens and set offs 79. Illegality of loan not a defence 80. Government loan programmes 81. Allowance for loan losses 82. Loans to Credit Union League 83. Board responsibility 84. Permitted investments 85. Insurance for members 86. Electronic transfers 87. Electronic banking 88. Rental of safe deposit boxes 89. Other financial services Division 4—Miscellaneous authorities and restrictions 90. Fees 91. Third party claim 92. General prohibitions 93. Divestiture of non-conforming investments PART 5—SUPERVISION AND REGULATION 94. Issuance of Regulations and prudential requirements 95. Examinations

206 96. Access to information 97. Interview and production of documents 98. Report of examination 99. Examination of related entities 100. Reports 101. Relocation and additional places of business 102. Determination of misconduct 103. Enforcement actions 104. Hearing on appeal of enforcement actions 105. Publication of enforcement actions PART 6—CONFIDENTIALITY 106. Confidentiality of information of Reserve Bank 107. Records of members PART 7—MERGER AND CONSOLIDATION 108. Authority to merge or consolidate 109. Application to merge or consolidate 110. Considerations in determination 111. Property, obligations and liabilities of resulting credit union 112. Rules to address certain procedures PART 8—CONTROLLERSHIP Division 1—Controllership directive 113. Appointment of Controller 114. Issuance of directive 115. Reply to directive 116. Administrative review of controllership directive 117. Failure to file reply or request hearing Division 2—Administration of controllership 118. Effect of controllership directive 119. Power to protect, preserve and recover property 120. Duties of controller 121. Reduction in liabilities 122. Term of controller 123. Transfer of management of rehabilitated credit union 124. Cost of controllership 125. Exhaustion of administrative remedies PART 9—LIQUIDATION Division 1—Liquidation directive 126. Appointment of liquidating agent

207 127. Issuance of directive 128. Administrative review of liquidation directive 129. Liquidating agent Division 2—Administration of liquidation 130. Permissible activities in liquidation 131. Compensation of credit union employees 132. Possession, consolidation, and disposition of assets 133. Repudiation of burdensome transactions 134. Agreements made and assets transferred before liquidation 135. Court action Division 3—Claims relating to credit union in liquidation 136. Claims against credit union 137. Notice to creditors and members 138. Priority of claims 139. Liquidating dividends 140. Barred claims Division 4—Liquidating agent 141. Removal of liquidating agent 142. Replacement of liquidating agent 143. Conflict of interest 144. Compensation Division 5—Completion of liquidation 145. Certificate of Liquidation and distribution 146. Cancellation of licence PART 10—VOLUNTARY LIQUIDATION 147. Board resolution 148. Approval of Reserve Bank 149. Notification to Reserve Bank of proposed liquidation 150. Special meeting to liquidate 151. Credit union operations before and after vote 152. Notice to Reserve Bank of affirmative vote to liquidate 153. Appointment of liquidating agent 154. Supervision of voluntary liquidation by Reserve Bank PART 11—CREDIT UNION LEAGUE 155. Establishment of Credit Union League

208 PART 12—OFFENCES 156. Defamation 157. Disclosure of confidential information 158. Consideration for loan, investment or purchase 159. Loan to non-member 160. Destruction of records 161. Administrative penalty PART 13—ADMINISTRATIVE REVIEW 162. Credit Union Tribunal 163. Administrative review of controllership and liquidation directives PART 14—MISCELLANEOUS 164. Compliance with Financial Transactions Reporting Act 2004. 165. Business days and legal holidays 166. Closing during emergencies and other special days 167. Significant events; notice required 168. Retention and destruction of certain records 169. Transitional 170. Repeal 171. Consequential amendments

209 TO PROVIDE FOR THE REPEAL OF THE CREDIT UNIONS ACT 1954 AND FOR THE REGULATION OF CREDIT UNION BUSINESS AND RELATED MATTERS ENACTED by the Parliament of the Republic of Fiji— PART 1—PRELIMINARY Short title and commencement 1.—(1) This Act may be cited as the Credit Union Act 2025. (2) This Act comes into force on a date or dates appointed by the Minister by notice published in the Gazette. Interpretation 2. In this Act, unless the context otherwise requires— “applicants” means 30 or more persons applying for registration under section 10 to carry on credit union business; “board” means the board of directors of a credit union; “common bond of membership” means a shared interest or connections among members primarily based on occupation, association or residence that forms the basis for eligibility to join a credit union; AN ACT ACT NO. 30 OF 2025 I assent. RATU N. T. LALABALAVU President [9 December 2025]

210 Credit Union—30 of 2025 “co-operative” means a co-operative registered under the Co-operatives Act 1996 that carries out credit union business; “credit union” means a voluntary or non-profit institution, or co-operative engaged in credit union business; “credit union business” means the business of accepting deposits from members and employing such funds either in whole or in part for the purpose of granting extensions of credit and other financial services to members; “Credit Union League” means an entity established under section 155; “Credit Union Tribunal” means the tribunal established under section 162; “deposit” means a savings balance held by a credit union and owned by a member which constitutes a liability owed by the credit union to that member; “field of membership” with respect to a credit union, means persons who share the common bond of membership of that credit union; “Fiji Institute of Chartered Accountants” means the institute established under section 4 of the Fiji Institute of Chartered Accountants Act 2021; “immediate family” means persons related to a member by the first degree of consanguinity or affinity, the spouse, a parent, sibling or a child of a member, whether related by blood, adoption, or previous marriage; “law enforcement agency” means the police or any other enforcement agency in Fiji established under a written law; “licensed financial institution” means an institution that is licensed by the Reserve Bank under the Banking Act 1995 to undertake activities as specified in its licence; “licensing” means the process of granting a licence to a credit union under this Act to conduct credit union business; “membership share” means a share of a credit union subscribed to and paid for by a member of the credit union and subject to the terms and conditions as specified in the credit union’s standard by-laws and supplementary by￾laws; “Minister” means the Minister responsible for finance; “net income” means the amount of money remaining with a credit union after subtracting all its expenses from its total revenue over a specific period; “organisation” means any legal entity including a corporation, partnership, association or limited liability company; “organiser” means any person who assists in organising at least 30 individuals to apply for a credit union licence under section 10 to carry on credit union business;

Credit Union—30 of 2025 211 “qualifying share” means a non-refundable share equivalent in value to one fully paid membership share, which a person applying for credit union membership is required to pay and which is retained by the credit union in its capital account for operational management purposes; “registration” means the registering of a credit union under this Act; “related member” means a member connected to another member by any of the following relation— (a) immediate family; (b) shared ownership, significant investment, or other substantial financial interest in the same business enterprise; or (c) a business enterprise in which a member has substantial interests or control as described above if that enterprise itself is a member; “Reserve Bank” means the Reserve Bank of Fiji established under the Reserve Bank of Fiji Act 1983; “sponsor” means any person or entity that provides resources or financial support to a credit union; and “unsafe or unsound practice” means an action or inaction in the operation of a credit union that is contrary to generally accepted standards of prudent operation, the likely consequences of which, if continued, would pose a material risk of loss or harm to a credit union, its members, or an organisation insuring or guaranteeing the credit union’s shares and deposits. Objective 3. The objective of this Act is to promote a sound financial system through the regulation, registration and supervision of credit unions in Fiji. PART 2—SUPERVISORY AUTHORITY Division 1—Reserve Bank Administration 4.—(1) The Reserve Bank must administer this Act and perform all the functions assigned to it by and under this Act. (2) The Reserve Bank must discharge its functions in a way that is compatible with the objective of this Act and that the Reserve Bank considers the most appropriate for the purpose of achieving the objectives. (3) The Reserve Bank will facilitate all disputes arising from the industry as per its powers under section 94(2). Authority to contract for professional services 5. The Reserve Bank may, negotiate, contract or enter into agreements for professional services, in accordance with applicable procurement requirements.

212 Credit Union—30 of 2025 Division 2—General provisions Fees 6.—(1) The Minister may, in consultation with the Reserve Bank, prescribe fees to cover expenses associated with the licensing, registration and supervision of credit unions. (2) The Reserve Bank must consider any anticipated cost associated with the performance of any other function assigned to it under this Act. (3) The fees payable under this section must be paid upon the grant of the licence or registration, and thereafter on an annual basis. Annual report 7.—(1) The Reserve Bank must prepare an annual report detailing its activities and outcome for the preceding year, including— (a) the number of examinations performed; (b) its performance in achieving the objective of this Act; (c) financial information on the credit union sector during the preceding year; (d) the outlook for the credit union sector and notable developments or innovations within the credit union industry; and (e) any other pertinent matters necessary to achieving the objective of this Act. (2) The annual report must be submitted to the Minister within 3 months after the Reserve Bank’s financial year. Other responsibilities 8. The Reserve Bank must— (a) maintain accurate and updated records on credit unions; (b) act as liaison with all credit unions and with the Credit Union League; and (c) provide assistance and advice as necessary to assist the Credit Union League in due observance of, and compliance with, this Act. Exclusion from liability 9. Neither the Reserve Bank nor any director, officer or an employee of the Reserve Bank, nor any person authorised to assist the Reserve Bank under section 5 nor any person acting as a director or an employee of the Reserve Bank is liable in any manner whatsoever for anything done or omitted to be done in good faith in the discharge or purported discharge of the functions and duties of the Reserve Bank under this Act. PART 3—ESTABLISHMENT AND OPERATION OF A CREDIT UNION Division 1—Licensing and registration requirements Application for licence 10.—(1) Thirty or more individuals with the intention to carry on credit union business must obtain a licence from the Reserve Bank.

Credit Union—30 of 2025 213 (2) Each individual must— (a) be at least 18 years old; (b) be a citizen or resident of Fiji for the purposes of tax law; (c) have subscribed for a qualifying share equivalent to at least 10 membership shares; and (d) share the common bond of membership as stated in the application. (3) The applicants or organisers must submit to the Reserve Bank a completed application in a form approved by the Reserve Bank accompanied with a prescribed fee. (4) An application for a licence must include— (a) the application form which must state– (i) the name of the credit union; (ii) the physical address of the credit union’s principal place of business; (iii) a declaration that the credit union’s term of existence is perpetual; (iv) the aggregate value of all initial qualifying and membership shares; (v) the name and address of, and the number of withdrawable and non￾redeemable shares subscribed to by each organiser; and (vi) the number of directors constituting the initial board and the name and address of each person who will serve as director until the first annual meeting; (b) the common bond of membership shared by the members of the credit union at the time of application; (c) a copy of the by-laws for the general operation of the credit union; (d) a business plan covering 3 years must include financial projections and provide a detailed explanation of actions intended to accomplish the primary functions of the credit union; and (e) any additional information as the Reserve Bank may prescribe consistent with achieving the objective of this Act. Application for registration 11.—(1) More than 20 individuals with the intention to carry on credit union business must obtain registration from the Reserve Bank. (2) An individual must— (a) be at least 18 years old; (b) be a citizen or resident of Fiji for the purposes of tax law; (c) have subscribed for a qualifying share equivalent to at least 10 membership shares; and

214 Credit Union—30 of 2025 (d) share the common bond of membership as stated in the application. (3) The applicants must submit a completed application in a form approved by the Reserve Bank accompanied by a prescribed fee. (4) An application for registration must include— (a) the application form which must state— (i) the name of the credit union; (ii) the physical address of the credit union’s principal place of business; (iii) a declaration that the credit union’s term of existence is perpetual; (iv) the aggregate value of all initial qualifying and membership shares; (v) the name and address of, and the number of withdrawable and non￾redeemable shares subscribed to by each organiser; (vi) the number of directors constituting the initial board and the name and address of each person to serve as director until the first annual meeting; and (vii) the common bond of membership shared by the members of the credit union at the time of application; (b) a copy of the by-laws for the general operation of the credit union; (c) a business plan covering 3 years must include financial projections and provide a detailed explanation of actions intended to accomplish the primary functions of the credit union; and (d) any other information as the Reserve Bank may require consistent with achieving the objective of this Act. (5) Where the Reserve Bank is satisfied that the persons applying to be registered as a credit union under this section have complied with this Act, the Reserve Bank must— (a) enter the name of the credit union in the Register of Credit Unions established and maintained by the Reserve Bank; and (b) issue a certificate of registration. (6) The Reserve Bank may determine that a registered credit union be licensed by giving due consideration to the size of its membership and deposits. Co-operatives 12.—(1) A co-operative which is registered under the Co-operatives Act 1996 with 30 or more members and carries out credit union business must apply for a credit union licence under this Act. (2) A co-operative with less than 30 members and carries out credit union business must apply for registration as a credit union under this Act.

Credit Union—30 of 2025 215 Viability of credit union 13.—(1) No credit union is to be licensed or registered under this Act unless the Reserve Bank assesses it to be economically viable in the long-term on the following criteria— (a) the level of demand anticipated for the proposed credit union services; (b) the projected asset base and financial strength of the credit union; (c) the size of the membership base and potential for growth of the credit union; and (d) capacity to provide competitive products and services on a sustainable basis. (2) An application for a licence or registration must be accompanied with the relevant documentation as may be required by the Reserve Bank under subsection (1). Standard by-laws 14.—(1) The Reserve Bank may provide standard by-laws to facilitate the establishment of a credit union and the governance of its operations. (2) The standard by-laws must be made available without charge to a person desiring to establish a credit union. (3) A credit union may make by-laws to be known as supplementary by-laws by no less than two-thirds vote of the members present at an annual general meeting or at a special general meeting called for the purpose of making the supplementary by-laws. (4) The supplementary by-laws made under subsection (3) may amend or repeal the standard by-laws, subject to the prior written approval of the Reserve Bank. (5) A supplementary by-law may only be enforced or applied by a credit union on the approval of the Reserve Bank. Prohibition from doing credit union business without a licence or registration 15.—(1) A person must not engage in credit union business in Fiji unless the person is licensed or registered under this Part. (2) The official name of a credit union must include the words “Credit Union” or the abbreviation “CU” and an appropriate descriptive word or words, or an acronym made up of initials of the appropriate descriptive word or words ending in “CU”. (3) Unless a credit union is formed by merger or consolidation, the Reserve Bank may not issue a licence to the credit union or approve the change of the name of the credit union if such name is identical or nearly resemble the name of another credit union in a manner likely to cause confusion or to deceive. (4) An organisation that is not a credit union authorised to do business in Fiji must not use a name or title containing the words “credit union” or any derivation of that term that— (a) indicates or reasonably implies that the person or organisation carries on or transacts the kind of business carried on or transacted by a credit union; or

216 Credit Union—30 of 2025 (b) is calculated to lead a person or organisation to believe that the business being conducted is the type of business carried on or transacted by a credit union. (5) The Reserve Bank may require change in name if the name— (a) falsely implies affliation,sponsorship or endorsementwithout authorisation; or (b) suggests unauthorised or non-existent financial products or services. (6) A person who contravenes this section commits an offence and is liable to a fine not exceeding $3,000 for each day that the contravention continues. Investigation by Reserve Bank 16. The Reserve Bank may conduct an investigation to verify compliance with the legal requirements and may obtain any information or report, from any person or organisation, including a law enforcement agency, that the Reserve Bank considers necessary in connection with its consideration of an application to license or register a credit union. Decision on an application be in writing 17.—(1) An application to license or register a credit union must be approved if the Reserve Bank determines— (a) that the applicants or organisers have complied with this Act and the regulations issued under this Act; and (b) that— (i) the character and general fitness of the initial board members meet the requirements of section 35 and warrant belief that the credit union’s business and affairs will be properly administered in accordance with this Act; (ii) the character and size of the field of membership to be served by the credit union conform with this Act and policies issued under this Act and favour the credit union’s economic viability; and (iii) the applicants or organisers and the members of the initial board are acting in good faith and are making the application in accordance with this Act. (2) The Reserve Bank must consider the effect of overlapping fields of membership on the applicant and existing credit unions and may consider the availability and adequacy of financial services in the local community and the effect that the opening of a credit union would have on the local community. (3) As a condition of approval of the application, the Reserve Bank may require the applicant to limit or eliminate overlaps to achieve the objective of this Act and promote the welfare and stability of the credit unions. (4) Within 60 working days of receipt of the completed application, the Reserve Bank must make a decision on the application.

Credit Union—30 of 2025 217 (5) The Reserve Bank may grant conditional approval of an application and must notify the applicant in writing of any condition attached to such approval. (6) Where the Reserve Bank does not approve the application, it must provide its reasons for doing so in writing. (7) An approved application must be accompanied with a licence or registration which must— (a) be in writing; (b) set out the name and business address of the credit union; (c) set out the date of licence or registration; (d) be accompanied by the approved by-laws; and (e) be displayed at the credit union’s principal place of business in a prominent manner and a copy of its licence or certificate of registration at each of its branches. (8) The Reserve Bank must retain copies of the licence and registration and the approved by-laws of the credit union. Appeal to Credit Union Tribunal 18. A person aggrieved by a decision of the Reserve Bank on an application to license or register a credit union may appeal to the Credit Union Tribunal within a specified time as prescribed by regulations. Effect of licence or registration 19.—(1) Acredit union’s existence as a body corporate begins when the Reserve Bank issues the licence or approves the registration. (2) The licence or registration is conclusive evidence that the credit union is licensed or registered under this Act and may commence business when the requirements of section 20 are met. Requirements for commencing business 20.—(1) Before a credit union may transact any business that is not incidental to its establishment, the credit union must have— (a) received paid-in membership shares or deposits of at least $1,000; (b) fulfilled all agreements and conditions related to the approval of its application and the issuance of its licence or registration; and (c) received written acknowledgement that the Reserve Bank has no objection to the commencement of business by the credit union within 60 working days. (2) The Reserve Bank may provide additional requirements that a credit union must meet before conducting credit union business.

218 Credit Union—30 of 2025 Deadline for commencing credit union business 21.—(1) A credit union must begin business within 6 months after the approval and issuance of a licence or registration. (2) On request and for good cause shown, the Reserve Bank may grant a credit union that has not begun business within the time prescribed under subsection (1) a reasonable extension to provide an opportunity to overcome the cause of the delay. (3) The applicants may appeal a decision of the Reserve Bank refusing a request for an extension, to the Credit Union Tribunal. (4) The Reserve Bank may cancel the licence or registration by written notice if a credit union does not commence business within the prescribed time. Establishment costs 22.—(1) All establishment costs and expenses related to establishing a credit union and preparing to commence business must be paid solely from funds provided by the applicants or organisers or a sponsor. (2) The costs incurred under subsection (1) may be reimbursed by the credit union only out of undivided earnings and only after provision has been made for required reserves. Division 2—Membership Members 23.—(1) A person may apply to be a member of a credit union if the person— (a) shares the common bond of membership as stated in the by-laws; (b) has acquired at least one qualifying share and met any membership requirements established by the board; and (c) has complied with any other requirement of the by-laws. (2) A person may also apply to be a member of a credit union if the person is a member of the immediate family of a person who meets the requirements of subsection (1) unless the by-laws adopted by the credit union provides otherwise. (3) A co-operative, association, or partnership may apply to be a member of a credit union on the grounds of sharing the common bond of membership of the credit union only if it is composed of individuals eligible for membership under subsection (1). (4) A company may share the common bond of membership if members of the credit union own at least 80% of the voting shares of the company and no non-member controls the company. (5) Aperson’s membership in a credit union may be terminated orsuspended for good cause under the conditions and in accordance with the procedures provided in the by-laws. (6) A credit union may also discontinue providing any or all services to a member for good cause without terminating or suspending the person’s membership.

Credit Union—30 of 2025 219 (7) Termination or suspension of a person’s membership in a credit union or discontinuing services does not relieve the person from any outstanding obligations owed to the credit union. (8) Two or more persons within a credit union’s field of membership who have jointly subscribed for one or more share or deposit accounts under a joint account and who have complied with all membership requirements may each be admitted to membership. (9) A credit union must maintain a register of its members. Application for membership 24.—(1) An application for membership must be acted upon by the board of a credit union or by an officer appointed by the board within the prescribed time. (2) The record of the actions taken by the membership officer on applications must be available to the board for inspection at any time. (3) A person denied membership by a membership officer may appeal the decision to the board. Meetings 25.—(1) The members of a credit union must hold an annual general meeting no later than 4 months after each financial year end. (2) A special meeting of the members may be called by the members or the board in the manner provided for in the by-laws. (3) A special meeting of the members may also be called by the supervisory committee in accordance with section 33(9). (4) For any decision requiring action by the members, each member has only one vote. (5) A member of a credit union is not entitled to vote by proxy. (6) An organisation who is a member may vote through an agent designated in writing by the organisation’s governing body to represent the organisation. (7) The board may authorise member voting by mail including electronic mail. (8) The minimum age requirement to vote is 18 years. Amendment of by-laws 26.—(1) The members of a credit union may amend the by-laws of the credit union by a two-thirds vote of the members present at a duly constituted annual or special meeting, provided that notice of the meeting specifying the proposed amendments is given to all members at least 14 days prior the date of the meeting. (2) Any amendment endorsed by the special meeting must be submitted to the Reserve Bank for approval. (3) The Reserve Bank must approve or not approve an application to amend the by-laws of a credit union no later than 20 working days after the date the notice of an amendment is received and must do so in writing.

220 Credit Union—30 of 2025 (4) The Reserve Bank must specify the reasons for not approving an application. (5) Upon receipt of Reserve Bank’s approval, an amendment takes effect on the date determined by the meeting of the credit union members endorsing the amendment. Liability of members 27. The members of a credit union are not personally or individually liable for the payment of the credit union’s debts in excess of the amount of their individual qualifying and membership shares. Division 3—Directors, committees and general manager Board of directors 28.—(1) A credit union must have a board of not less than 5 and no more than 9 members or such maximum number of members as the Reserve Bank may specify. (2) The members of the credit union must elect the directors from among the members present at an annual general meeting in the manner provided for in the by-laws of the credit union. (3) Adirector holds office until a successor is elected or appointed, unlessthe director’s office becomes vacant in accordance with section 30. (4) A director must take and subscribe to an oath or affirmation that the director— (a) will diligently and honestly perform the director’s duties in administering the credit union’s affairs; (b) will not knowingly violate or willingly permit the violation of an applicable law; (c) will exercise the care and diligence reasonable and necessary to administer the affairs of the credit union in a safe and sound manner; and (d) understandsthat, although the board may delegate certain dutiesto officers, directors, committee members or employees of the credit union, the board remains responsible for the performance of those duties. (5) The term of office for a director must not exceed 3 years, and must be assigned in such a manner to ensure that the terms of the elected directors do not all expire at the same time. (6) A director must not serve more than 3 consecutive terms and may be re-elected or reappointed after a period of absence from the board of 3 years. (7) The board must meet at least once a month. (8) The minutes of all meetings must be signed by all directors present at the meeting and kept in the records of the credit union. (9) The presence of more than 50% of the total number of directors constitute a quorum, unless the by-laws require a greater number.

Credit Union—30 of 2025 221 (10) Where permitted by the by-laws, a director may participate in a board meeting and exercise all rights as a member of the board by electronic communication provided that all persons participating in the meeting can communicate with each other. Duties of board 29.—(1) A board is responsible to the members of a credit union for the management of the credit union business of the credit union. (2) The duties of a board are as follows— (a) act upon applications for membership or to appoint one or more officers to consider and approve applications for membership under such conditions as the board determines; (b) purchase a blanket fidelity guarantee insurance policy, in accordance with the regulations issued under this Act, to protect the credit union against losses resulting from events such as fraud, dishonesty, forgery, embezzlement, misappropriation, misapplication, or breach of duty by any director, officer, employee, member of a committee, or other agent; (c) determine the interest rate on loans and deposits; (d) establish the policies of the credit union with respect to the granting of loans and the extending of lines of credit, including requirements for security on loans; (e) approve or delegate the approval of any loans as prescribed by the by-laws; (f) establish risk-management policies for all major activities of the credit union, in particular, the lending, investments, liquidity and asset liability management, accounting policies and audit and internal control systems; (g) establish different types or classes of shares; (h) declare dividends on shares in the manner and form as provided in the by￾laws, determine the interest rate or rates that will be paid on deposits; (i) have charge of the investment of funds, except that the board may designate an investment committee or any qualified professional to have charge of making investments under conditions established by the board; (j) if necessary, hire and fix the compensation of a general manager and establish guidelines for the employment of such additional persons as are necessary to carry on the business of the credit union; (k) approve an annual operating budget for the credit union; (l) authorise the conveyance of property; (m) authorise contributions to civic, charitable or service organisations; (n) borrow to carry on the functions of the credit union;

222 Credit Union—30 of 2025 (o) designate a depository or depositories for the funds of the credit union; (p) suspend any or all members of the credit or supervisory committee for failure to implement board policies or otherwise perform their duties; (q) appoint any special committees deemed necessary; and (r) perform any other duty and exercise any power of a credit union necessary to fulfil the objective of this Act. Vacancies and removal 30.—(1) Any member of the board, executive committee, supervisory committee or credit committee is deemed to have vacated his or her office if the member— (a) dies or resigns by giving notice to the board, and if a member belongs to a supervisory committee or credit committee, he or she must give notice to the supervisory committee or the credit union, as applicable; (b) applies for bankruptcy or is declared bankrupt; (c) is delinquent with his or her creditors or any other credit union for over one month; (d) becomes of unsound mind and has been found as such by a court or an accredited medical facility in Fiji; (e) is convicted of any criminal offence under the Crimes Act 2009 resulting in imprisonment of one month or more, or a fine exceeding $500; (f) has been convicted under a law designed to prevent money-laundering, terrorist financing, or other economic crimes; or (g) has failed to attend 3 consecutive board or committee meetings, as applicable, without a valid reason. (2) If the vacancy arises in the office of the board, supervisory committee or credit committee, the members present at a meeting must, by majority vote, fill the vacant position. (3) Notwithstanding subsection (2), where— (a) there is no quorum at a supervisory committee or credit committee meeting, the board may appoint a member to fill the vacant position; and (b) there is no quorum at a board meeting, the remaining members of the board may call a special meeting for the purpose of electing a member to fill the vacant position. (4) Where there are no members of the board, 25 members of the credit union or one￾fifth of the members of the credit union, whichever is less, may appoint in writing at least 5 persons as interim members of the board for the purpose of calling a special meeting to elect members of the board.

Credit Union—30 of 2025 223 (5) A member of the board elected under subsection (4) holds office until the next annual general meeting, at which the position is filled for the remainder of the unexpired term by vote of the members. Executive committee 31.—(1) The board must elect from its members a chairperson and vice chairperson of the board. (2) The chairperson and vice chairperson elected under subsection (1) may— (a) serve a one-year term or until a successor is elected; and (b) have the duties set out the by-laws. (3) The board must also elect from its members a secretary and a treasurer or employ a financial officer and a secretary of the credit union. (4) The board may designate the executive committee to exercise collectively, between board meetings, authority specifically delegated by the board under conditions specified by the board. (5) The executive committee must consist of— (a) the chairperson; (b) the vice chairperson; and (c) one other member of the board. (6) At each board meeting, the executive committee must report to the board regarding any meeting held or action taken by the committee between board meetings. (7) A person below the age of 18 years must not hold any office or be eligible for any appointment in a credit union. General manager 32.—(1) The board may appoint a general manager of a credit union and delegate the authority and responsibility to manage the credit union’s day-to-day operations. (2) The general manager may be a board member and must not be the chairperson, vice chairperson or secretary of the executive committee. (3) The general manager must serve as the financial officer of the credit union, unless the board employs another person to serve as financial officer under subsection (4). (4) Subject to the board’s guidelines, the general manager may appoint or employ, and may discharge, any officer or any employee that the general manager considers necessary to operate the credit union. Supervisory committee 33.—(1) A credit union must have a supervisory committee elected by its members at an annual general meeting and must consist of not less than 3 and not more than 5 members. (2) The supervisory committee may fill vacancies of its own membership undersection 30 until the next annual general meeting.

224 Credit Union—30 of 2025 (3) A person who is a member of the board, credit committee or who is an employee of a credit union cannot be a member of the supervisory committee. (4) The members of a supervisory committee may hold office for such term as the by-laws provide. (5) The supervisory committee may meet at least quarterly and detailed minutes of its meetings must be kept and be available to the board. (6) If provided in the by-laws, a committee member may participate in and act at any meeting of the committee by means of electronic communication through which all persons participating in the meeting can communicate with each other. (7) The supervisory committee must— (a) oversee the system of internal controls of the credit union; (b) monitor the board’s compliance with this Act and regulations as well as the by-laws and policies of the credit union; (c) review the financial affairs of the credit union at least quarterly; (d) develop a policy on rotation of the auditor under section 41or the committee under section 42 to ensure continued independence of the person or organisation conducting the audit; (e) propose an independent auditor or members of the committee to conduct the audit, to the board in accordance with section 41 or section 42 as appropriate; (f) review the performance of the auditor; and (g) report to the board on a quarterly basis on any matter which, in its opinion, should be brought to the board’s attention. (8) If the supervisory committee determines that a board member, committee member or general manager of the credit union has breached the credit union’s system of internal controls, including policies or procedures, the committee may recommend to the board to suspend the person and include a report to the members of the credit union at the next annual general meeting on the recommendation for termination. (9) If the supervisory committee becomes aware of any matter which, in their opinion, should be placed before the members of the credit union, the committee may by a majority vote request the board to call a special meeting of the member of the credit union to consider the matter. (10) A member of the supervisory committee may be removed by a decision of the members of the credit union at a special meeting or annual general meeting. Credit committee 34.—(1) A credit union must have a credit committee elected by the members of the credit union at the annual general meeting.

Credit Union—30 of 2025 225 (2) The credit committee must consist of not less than 3 members and not more than 5 members from the members of the credit union. (3) The credit committee may fill vacancies in its own membership under section 30 until the next annual general meeting. (4) The members of a credit committee may hold office for such term as the by-laws provide. (5) A person who is a member of the board, supervisory committee or who is an employee of the credit union cannot be a member of the credit committee. (6) The credit committee may meet at least once a month to consider applications for loans and other financing transactions, other than loans or financing transactions that are required to be approved by the board. (7) If provided in the by-laws, a committee member may participate in and act at any meeting of the committee by means of electronic communication through which all persons participating in the meeting can communicate with each other. (8) The credit committee may delegate to loan officers the authority to approve applications. (9) Applications approved by the loan officers are to be reviewed by the credit committee at the monthly meetings. (10) The minutes and reports of a meeting must be kept and be made available to the board. Fitness and propriety of directors, committee members and general manager 35.—(1) A board member, committee member or a general manager of a credit union must be fit and proper and be of good repute and must meet the criteria established by the Reserve Bank regarding qualifications, experience and integrity. (2) A person is not regarded as a fit and proper person if the person— (a) has been convicted of a criminal offence under the Crimes Act 2009 resulting in imprisonment of one month or more or a fine exceeding $500; (b) has been convicted under a law designed to prevent money-laundering, terrorist financing, or other economic crimes; (c) has defaulted on payment for over one month of an obligation to any financial institution in the last 12 months; (d) has filed for bankruptcy or been declared bankrupt; (e) has been suspended, removed or prohibited from serving as a director or committee member of a financial institution by a supervisory agency; or (f) any other requirements as determined by the Reserve Bank for the purpose of achieving the objectives of this Act.

226 Credit Union—30 of 2025 Conflict of interest 36.—(1) While serving as a board member, committee member or general manager of a credit union, a person must not— (a) participate, directly or indirectly, in the deliberation on or determination of a question affecting the person’s pecuniary interest or the pecuniary interest of any related member; or (b) be employed by, engaged in, or own an interest in a business or professional activity that the person could reasonably expect to— (i) require or induce the person to disclose confidential information acquired because of the person’s office or employment in the credit union; or (ii) impair the person’s independence or judgment in the performance of the person’s duties or responsibilities to the credit union. (2) While serving as a director, committee member or general manager of a credit union, a person must disclose to the board any interest that he or she may have in a matter coming before the credit union or its board and thereafter recuse himself or herself from participation in the discussion or voting on that matter. Directors, committee members and general manager 37.—(1) A person must not be a member of a board, a committee member or a general manager of a credit union without obtaining the prior approval of the Reserve Bank. (2) A credit union must notify the Reserve Bank of the proposed appointment of any person to the board or a committee or the employment of a general manager at least 30 days before the appointment or employment becomes effective. (3) The Reserve Bank may issue a notice of disapproval if the person to be appointed or employed does not meet the criteria established by the Reserve Bank under section 35. (4) The Reserve Bank may issue a notice of disapproval of the appointment of a member of the board of a credit union if the person already serves on the board of another credit union and the Reserve Bank believesthatsuch service presentsserious conflicts of interest or adverse effects on competition in the provision of financial services. (5) In making a determination under subsection (4), the Reserve Bank must consider, among other things, whether the credit unions being considered by the Reserve Bank are significant competitors and whether they operate in the same geographical market. (6) Where one of the credit unions is a new credit union, the Reserve Bank may take into consideration whether any adverse effects are outweighed in the public interest by benefits provided through the director’s service to the new credit union. (7) A credit union must not appoint a member of the board or a committee or employ a person as a general manager if the Reserve Bank issues a notice of disapproval with respect to the person.

Credit Union—30 of 2025 227 (8) Any credit union on becoming aware of circumstances that indicate that a member of the board, a committee or a general manager may not satisfy the criteria established by the Reserve Bank under section 35, must notify the Reserve Bank. (9) Any director, a committee member or a general manager who falls within any of the disqualifications under section 35 must discontinue serving as a director, committee member or general manager, as the case may be. Compensation 38. A person may receive compensation in cash or in kind for serving as a member of the board or committee of a credit union, provided that the compensation is clearly disclosed and approved at an annual general meeting of the credit union. Division 4—Financial statements and audits Books and records 39.—(1) A credit union must maintain books and records of its assets and liabilities and all transactions the credit union undertakes for its board and members. (2) The books and records of a credit union may be maintained at the place of business of the credit union and must be separate from the books and records of any other organisation or person, including a sponsoring organisation. Financial statements 40.—(1) A credit union must prepare financial statements for each financial year in accordance with generally accepted accounting practice and in compliance with any specific requirements provided by the Reserve Bank. (2) The financial year of the credit union may be 30 June of each year or as determined by the Reserve Bank. Audits and auditors 41.—(1) The supervisory committee of each credit union must arrange for an annual audit of the financialstatements by the auditor appointed in accordance with subsection (6). (2) Upon completion of the audit, the auditor must report to a joint meeting of the board and the supervisory committee. (3) A copy of the audited financial statements must be submitted to the Reserve Bank within 90 days after the end of the financial year. (4) The audited financialstatements must be presented at an annual general meeting of the credit union which must be held no later than 4 months after the end of the financial year unless authorised by the Reserve Bank on a written request from the board of a credit union to convene the meeting at a later date. (5) The board or the supervisory committee of a credit union may request supplementary audit or examination if it considers necessary or when required by the Reserve Bank. (6) The credit union may appoint an independent auditor at the annual general meeting on the recommendation of the supervisory committee and the board, and the appointed auditor must be approved by the Reserve Bank.

228 Credit Union—30 of 2025 (7) The auditor must meet the necessary qualifications and experience and be registered with the Fiji Institute of Chartered Accountants. (8) If the members of a credit union at the annual general meeting reject the recommendation of the supervisory committee and the board in subsection (6), a written explanation must be provided to the Reserve Bank of its reasons for rejection. (9) Prior to changing the auditor, the board must inform the Reserve Bank in writing of the reasons for the change, and the name and qualifications and experience of the proposed new auditor. (10) A person may not serve as the independent auditor of a credit union if— (a) the person holds the position of director, committee member, general manager or employee of the credit union; (b) the person is related to any individual listed in paragraph (a); or (c) the Reserve Bank determines that any situation, condition, or relationship exists which would impair the auditor’s ability to perform the audit in an objective and independent manner. (11) If the Reserve Bank determines that the board has not complied with this section, the Reserve Bank may appoint an independent auditor who meets the requirements of this section to conduct the audit and the credit union must pay the cost of such audit. Alternative optional audit procedure for registered credit unions 42.—(1) Notwithstanding section 41, a credit union with assets below an amount prescribed by regulations may, with the prior approval of the Reserve Bank, have an annual audit conducted by a committee at the end of its financial year. (2) The committee under subsection (1) must consist of at least 2 and not more than 5 persons who— (a) are not members of the board other committees or employees of the credit union; (b) are not related members of the board, committees or employees of the credit union listed in paragraph (a); (c) in the opinion of the Reserve Bank, have a relevant qualifications and experience to perform the audit in an objective and independent manner and registered with the Fiji Institute of Chartered Accountants; and (d) may be a member of the credit union. (3) The supervisory committee of a credit union may— (a) propose members of the committee meeting the required qualifications to the board for approval in accordance with subsection (2); (b) notify the Reserve Bank of the names and qualifications of the proposed members for approval; or

Credit Union—30 of 2025 229 (c) before replacing any member of the committee, provide a written notice to the Reserve Bank stating the reasons for the change, along with the name and qualification of the proposed replacement. (4) If the board rejects the recommendation of the supervisory committee under subsection (3)(a), the board must provide a written explanation of its reasons for rejection to the supervisory committee. (5) The supervisory committee must— (a) present a written report of its annual audit to the board within 90 days after the end of the financial year of the credit union; and (b) present the written report to the members of the credit union at the annual general meeting. (6) In this section, unless the context otherwise provides “audit” means a comprehensive review of compliance with the internal policies, procedures, and controls of the credit union, this Act, the regulations, and the by-laws that is sufficient for the committee to reach a reasonable conclusion that the financial statements of the credit union fairly and accurately represent the condition of the credit union. Division 5—Reserves, capital and liquidity Regulatory reserves allocations 43.—(1) A credit union must maintain a regulatory reserve by allocating 20% of its net income until the regulatory reserve equals 10% of the total assets. (2) The regulatory reserve belongs to the credit union and may be used to meet losses. (3) In the event of a decrease in the reserves, the Reserve Bank may require additional transfers to the regulatory reserve to restore the regulatory reserve as required by subsection (1). (4) The board of a credit union may establish other regulatory reserves whenever it determines the regulatory reserve to be necessary or appropriate. Capital requirement 44.—(1) A credit union must maintain a capital ratio as determined by the Reserve Bank. (2) For the purposes of the capital ratio, “capital” may include retained earnings, regulatory reserves, qualifying shares, capital donations or other surpluses of the credit union. (3) Membership shares may be included in the calculation of capital but only if they are fully paid, permanent and non-redeemable. (4) Complex credit unions or those with assets over $100 million may be required by the Reserve Bank to calculate capital ratios using risk-weighted assets.

230 Credit Union—30 of 2025 (5) The Reserve Bank may issue prudential capital requirements, including but not limited to specifying the characteristics of a complex credit union and assigning risk weights to categories of assets. (6) If the Reserve Bank determines that a credit union has insufficient capital to cover the risks, both on and off the balance sheet, arising from its business, the Reserve Bank must direct the credit union to increase its capital to a level it considers sufficient and consistent with the calculated capital ratio using risk-weighted assets. Statutory liquidity deposit 45.—(1) A credit union must maintain a minimum statutory liquidity deposit as determined by the Reserve Bank to ensure sufficient liquidity to meet member withdrawal. (2) The board of a credit union may establish a higher statutory liquid deposit amount as deemed necessary or appropriate. (3) The statutory liquidity deposit must be used to meet liquidity requirements in the event of cash withdrawal demands. (4) The Reserve Bank may require additional liquidity to be maintained based on the types of deposits held by the members to safeguard against any liquidity risks. (5) The funds held in a statutory liquidity deposits must not have a maturity exceeding one year to ensure liquidity is maintained. (6) A credit union may vest its statutory liquidity deposit with a Credit Union League for investment subject to a written agreement between the credit union and the Credit Union League. PART 4—ACTIVITIES OF CREDIT UNION Division 1—Powers of credit union General and incidental powers 46.—(1) A credit union may exercise any right, privilege or incidental power necessary or appropriate to accomplish the purpose for which it is established under this Act. (2) Acredit union must not engage in any business or activity except those specifically authorised by this Act unless the Reserve Bank approves permissible businesses or activities consistent with the credit union’s purposes for which it is established. Additional powers 47. A credit union licensed or registered under this Act— (a) has perpetual succession unless the licence or registration is revoked by the Reserve Bank; (b) is authorised to enter into contracts; and (c) may sue and be sued in its own name.

Credit Union—30 of 2025 231 Purchase and sale of property 48.—(1) Subject to the approval of the Reserve Bank, a credit union may— (a) purchase, hold or lease real property as may be necessary for its use as credit union premises; (b) purchase, hold or lease such personal property as may be necessary or incidental to the operation of the credit union; and (c) acquire property in the process of collecting loans, such as collateral assets. (2) A credit union must not invest in a credit union premise, directly or indirectly, in an amount that exceeds its capital, unless by obtaining prior approval of the Reserve Bank and demonstrating an essential need, the Reserve Bank may allow investment up to 150 % of the credit union’s capital. (3) Any real property acquired by a credit union in the process of collecting loans must be disposed of as soon as possible and in any case within 3 years from the date of acquisition. (4) The credit union may seek an extension of time from the Reserve Bank if the credit union is unable to dispose of the real property within the specified time. Division 2—Share accounts, deposit accounts and borrowings Membership shares 49.—(1) A credit union may offer an unlimited number of membership shares at a par value established in the by-laws. (2) The by-laws of a credit union may fix the minimum number of membership shares to which a member must subscribe and may set a limit on the number of shares that a member may own, however any such limitation must be applied equally to all members. (3) The payment of membership shares are to be made in accordance with the procedures outlined in the by-laws. (4) The membership shares may be issued in the form of certificates or may be recorded as accounts on the books of the credit union. (5) A joint share account may hold multiple membership shares. Authority to mobilise deposits 50.—(1) A credit union may— (a) receive deposits from members in demand, savings or in fixed-term accounts; and (b) with the approval of the Reserve Bank, receive deposits from members in other demand deposit accounts. (2) A credit union may, with the prior approval of the Reserve Bank, accept deposits from non-member co-operatives and other credit unions in fixed-term accounts.

232 Credit Union—30 of 2025 (3) The terms, interest rates and conditions under which deposits are accepted must be established by the board of the credit union and must be documented in a formal agreement between the credit union and its depositor. Dividends and interest 51.—(1) A credit union may— (a) declare and pay dividends on its membership shares; (b) pay interest on members deposits; and (c) pay patronage rebates to members. (2) Dividends, interest payments and patronage rebates must be made at the rates and under the conditions authorised by the board. (3) Dividends may be paid out only after meeting the reserves requirements under section 43. (4) The Reserve Bank may restrict the payment of a dividend— (a) if the restriction is pursuant to an enforcement action taken under section 103; (b) if payment of the dividend would cause the credit union to fall below the capital requirement under section 44; or (c) as necessary to protect the interests of members and to preserve the solvency of the credit union. (5) A credit union must obtain the written approval of the Reserve Bank before paying dividends in any calendar year in which the credit union incurs a net loss or when the dividend amount exceeds the credit union’s net income for that year. Account withdrawals 52.—(1) A deposit may be withdrawn for payment to a member according to the terms, conditions and classification of the account agreed upon by the credit union and the member. (2) The Reserve Bank may impose requirements for advance withdrawal notice following issuance of an enforcement action taken pursuant to section 103. (3) The Reserve Bank must ensure that such advanced withdrawal notice requirements imposed under subsection (2) applies equally to all members of the credit union. Receipt, transfer and payment 53.—(1) A credit union may— (a) receive money, including payments on membership shares or other money for deposit; (b) disburse money; or

Credit Union—30 of 2025 233 (c) provide for the transfer or withdrawal of money from an account by means and through the payment systems that the board determines best serve the convenience and needs of the members. (2) A credit union may also— (a) receive money including transfers made on digital platforms from a bank, an insurance company, or any other intermediary holding money on behalf of the credit union or its members; (b) accept grants or donations from national or international development agencies or other donors; (c) act as agent or depository and accept money for deposit from the government, or an international financial institution; (d) sell negotiable instruments to members such as cheques, money orders, and other similar money transfer services; and (e) cash or issue money orders to a member for a fee. Approval for borrowings required 54.—(1) Acredit union may incur debt only with the Reserve Bank’s written approval. (2) The Reserve Bank may issue prudential requirements to such borrowings to ensure the financial safety and soundness of the credit union. Share and deposit insurance protection 55. A credit union licensed or registered under this Act may be authorised by the Reserve Bank to participate in share and deposit insurance protection plans, subject to meeting the requirements established by the Reserve Bank. Dormant account 56.—(1) If there has been no activity on a member’s redeemable share or deposit account for 3 consecutive years, the board may impose a maintenance fee as determined by the Reserve Bank. (2) The credit union must give notice of dormant account to the member at the last known address, allowing at least 60 days for a reply. (3) Any such maintenance fee may be fixed at a rate that covers administrative costs, but must not reduce a member’sinterest in the credit union below one membership share. (4) The credit union must maintain a separate accounting record of all such accounts. (5) Any outstanding balance after 2 consecutive years, from which an account is being charged a maintenance fee under subsection (3), is to be deposited to the credit union’s special reserve account. Abandoned property and unclaimed monies 57.—(1) Redeemable share and deposit accounts, dividends, interest and other sums due to a member and held by the credit union may be presumed to be abandoned unless the member has contacted the credit union in writing or in person within 7 years.

234 Credit Union—30 of 2025 (2) The board of a credit union may credit the abandoned funds to the credit union’s special reserve account and discontinue payment of dividends or interest. (3) The credit union must send a notice of this action to the member entitled to the abandoned property, at the last address recorded in the credit union’s records and allow the member 90 days to respond. (4) After 3 years in the special reserve account, the credit union may consider the property as unclaimed monies and pay it to the Reserve Bank until claimed. (5) Acredit union must, within 60 days after the financial year, publish in a newspaper, its website or other electronic means, a statement showing all unclaimed monies. (6) A statement made under subsection (5) must state that the unclaimed monies holder or their legal personal representative, as the case may be, must submit a claim to the credit union within 3 months from the date of publication of the statement. (7) The balance remaining in any unclaimed monies account for a period of 3 months after the publication must be paid to the Reserve Bank and remains with the property of the account owner. Form of account 58.—(1) A member of a credit union may dtesignate one or more persons to own a share or deposit account with the member in a multiple-party account. (2) The account may provide for rights of survivorship. Powers of account holders 59.—(1) A party to a multiple-party account may make payments and withdrawals on a share or deposit account in accordance with the account agreement and the terms and conditions set by the credit union. (2) A party to the account may not vote in matters pertaining to, obtain a loan through, or hold office in the credit union unless such party is a member of the credit union. Ownership interest 60. Unless otherwise provided by the account agreement, each party to a multiple￾party account is presumed to have equal interest in the account. Discharge of liability on payment 61. Payment of part or all of a multiple-party account to a party to the account discharges the credit union’s liability to each party to such account to the extent of the payment. Division of account on death 62. Unless otherwise provided by the account agreement or a trust agreement, the only effect that the death of a party to a multiple-party account has on the beneficial ownership of the account is to transfer the deceased’s right in the account to the deceased’s estate. Account in the name of minor 63. A credit union may open a membership share or deposit account in the name of a minor through a member and conduct all payments, withdrawals or other matters with respect to the account.

Credit Union—30 of 2025 235 Voting and office-holding 64. A minor is not eligible to vote at a meeting of a credit union and cannot hold an office or committee membership in the credit union. Discharge of liability on payment 65. A payment or delivery of rights made by a credit union to any of the following persons in connection with an account in the name of a minor discharges the credit union to the extent of the payment or delivery to— (a) the minor; (b) a party to the account; or (c) the parent or guardian of a deceased minor. Division 3—Loans and investments Power to lend 66.—(1) A credit union may lend its funds to its members, or engage with its members in any other type of secured or unsecured financing transaction subject to this Act, and the by-laws and policies of the credit union. (2) An extension of credit to a non-member is not permitted, except as provided in section 82. Limitations on loans 67.—(1) A credit union must not make a loan to a member or a group of related members if the loan would cause the aggregate amount of loans to the member or the group of related members to exceed— (a) an amount equal to 20% of the credit union’s total capital; or (b) such lesser amount as may be determined by the Reserve Bank for the purpose of achieving the objectives of this Act. (2) A credit union or its directors, committee members or employees must not make or grant any loan or gratuity to any employee of the Reserve Bank who has authority to examine or otherwise supervise such credit union. (3) A credit union that contravenes subsection (2) is subject to an administrative penalty as may be determined by the Reserve Bank. (4) For the purposes of this section, a loan must include any obligation of a member as guarantor. Interest rates 68. A credit union may charge current market rates on loans and lines of credit as approved by the board. Written instrument required 69.—(1) A loan must be applied for in writing or permissible electronic means by filling out an application form.

236 Credit Union—30 of 2025 (2) Each loan must be evidenced by an appropriate legal document, such as a loan agreement or promissory note. Line of credit 70. A credit union may approve in advance a line of credit and grant advances to a member within the limit of the line of credit. Tie in provisions prohibited 71. A credit union must not demand from a potential borrower, in consideration of obtaining a loan, that— (a) additional services, such as appraisal valuations or insurance coverage, be acquired from a single provider; or (b) require that the borrower utilise other services of the credit union (other than a deposit account). Additional requirements for loans to directors, committee members and senior management 72.—(1) A loan to a director, committee member, senior management and their related members— (a) must comply with this Act and prudential requirements issued by the Reserve Bank under this Act; (b) for the loan applicant, or the director, committee member or senior management related to the loan applicant, must not be present nor participate in the consideration of the credit application and the requirements of section 143 must be met; (c) must be approved by the board before the credit union makes or agrees to make the loan, regardless of the amount of the loan; and (d) must, when combined with all other outstanding loans to such persons, such persons’ business interests, and such persons’ related members, not exceed 20% of the credit union’s total capital. (2) For the purposes of this section, a loan to a director, committee member and senior management must include any obligations of such persons as guarantor as authorised under section 73. Authorisation to act as guarantor 73. The board must give prior approval before the credit union permits a director, committee member or senior management to act as guarantor of any loan to a member, regardless of the amount of the loan. Purchases of assets and services from insiders 74. A credit union may purchase assets or obtain services from, or sell assets to, its directors, committee members and senior management on terms that are no less favourable to the credit union than the terms on which such assets or services could be obtained by the credit union at arm’s length transactions with other persons or organisations.

Credit Union—30 of 2025 237 Borrower payment of loan expenses 75. A credit union may require a member to pay all reasonable expenses and fees incurred in connection with making, closing, disbursing, extending, collecting, or renewing a loan. Prepayment privilege 76.—(1) A borrower may prepay all or part of a loan at any time, during regular working hours on any day the credit union is open for business, without incurring any penalty or additional fees. (2) The right of prepayment must be explicitly stated in the written instrument as required under section 81. Penalty for late payment 77.—(1) A credit union, in accordance with its by-laws, may charge a member a penalty when a loan payment is past the due date. (2) A credit union may charge only one penalty for each past due payment. (3) This section does not prevent the continuing accrual of interest on a past due loan amount in accordance with the terms of the loan agreement. Liens and set offs 78. To the extent of a member’s direct or indirect indebtedness to a credit union, the credit union has— (a) a lien on the member’s shares and deposits, accumulated dividends, and interest; and (b) a right to set off against the member’s membership shares, deposits, accumulated dividends, and interest. Illegality of loan not a defence 79.—(1) The illegality of a loan is not a defence to any action brought by a credit union to recover the loan, and does not prevent enforcement of the loan agreement or collection of the loan from a person who is otherwise liable on the loan, including— (a) the borrower; or (b) a guarantor. (2) The credit union retains the right to enforce the loan agreement and collect the loan from any person liable including the borrower or any guarantor. Government loan programmes 80. A credit union may participate in a guaranteed loan programme of the Government, and any other Government loan programme approved by the Reserve Bank. Allowance for loan losses 81.—(1) At least quarterly, the board of a credit union must evaluate the quality and collectability of the loan portfolio and establish an adequate loan loss allowance. (2) The Reserve Bank may issue prudential requirements to implement subsection (1).

238 Credit Union—30 of 2025 Loans to Credit Union League 82.—(1) Subject to the limitations of this section, a credit union may grant loans to— (a) the Credit Union League established under section 155; and (b) another credit union, a central liquidity facility established under law, or an organisation established for lending individually or collectively to credit unions. (2) A loan under subsection (1)(a) must not exceed 10% of the credit union’s total assets provided that it meets the requirements under section 67. Board responsibility 83. A board must establish written policies for investing funds of a credit union not used in loans to members, and ensure that it complies with this Act. Permitted investments 84. A credit union may invest money in— (a) obligations, bonds, notes, or other evidence of indebtedness of the Government or statutory corporations; (b) certificates of deposit or other accounts issued by a commercial bank, or licensed financial institutions; (c) membership shares, or deposits in another credit union, a reserve liquidity facility established under law, or an organisation established for lending directly or collectively to credit unions; and (d) such other investments as the Reserve Bank may approve consistent with achieving the objectives of this Act. Insurance for members 85. A credit union may purchase or otherwise provide one or more group insurance policies for the benefit or convenience of its members, and it may act as an agent in connection with the sale of individual insurance policies to members, in accordance with applicable written laws. Electronic transfers 86. With the prior written approval of the Reserve Bank, a credit union may establish, operate, or participate in a system that allows the transfer of credit union money or deposits of its members by electronic or other means, including a clearinghouse association, a data processing or other electronic network, or any other government payment or liquidity programme. Electronic banking 87.—(1) With the prior approval of the Reserve Bank and subject to any conditions that the Reserve Bank may impose, a credit union may offer permissible financialservices to its members and other customers through the use of computers, the internet and other electronic means.

Credit Union—30 of 2025 239 (2) The Reserve Bank may authorise the provision of electronic banking services provided such services do so in a manner that— (a) is consistent with safe and sound credit union practices; (b) provides adequate security to members and other customers, the credit union itself and to others; (c) protects the privacy of members and other customers; and (d) does not prejudice the interests of members and other customers. (3) The Reserve Bank may provide additional requirements regarding the provision of electronic banking services by credit unions. Rental of safe deposit boxes 88.—(1) A credit union may maintain and rent safe deposit boxes. (2) The Reserve Bank may issue requirements and guidelines regarding this activity. Other financial services 89.—(1) With the prior approval of the Reserve Bank, and subject to any condition that the Reserve Bank may impose, a credit union may provide other financial services to its members, in accordance with this section. (2) In considering whether to authorise one credit union or credit unions generally, to engage in a particular activity, the Reserve Bank may consider whether the activity— (a) is consistent with safe and sound credit union practices, and whether its performance will advance the purposes for which credit unions are formed; (b) is performed by similar credit unions in comparable foreign jurisdictions; and (c) will be satisfactorily supervised both by the board of directors of the credit union itself and also by the Reserve Bank. (3) The Reserve Bank may in writing, provide conclusions regarding issues it considers under this section, and the facts and reasons supporting the conclusions. (4) A credit union under this Act may provide its lending and deposit services only to members. (5) Notwithstanding subsection (4) and taking into consideration the needs and convenience of the relevant community, the Reserve Bank may authorise a credit union to provide the other financialservicesreferred to in thissection to non-members, provided that business conducted with non-members do not comprise a major portion of the credit union’s business. Division 4—Miscellaneous authorities and restrictions Fees 90.—(1) A credit union may charge and collect fees for services provided and to cover administrative costs and the fees must be reasonable and properly disclosed for the information of the members.

240 Credit Union—30 of 2025 (2) The Reserve Bank may issue prudential policies that provide requirements for the formulation and disclosure of fees and charges. Third party claim 91.—(1) A credit union doing business in Fiji must be served with a judgment, order or other appropriate process issued from a court or a tribunal in connection with a suit instituted by a third party to recover or establish an interest in a deposit or a membership share account before the credit union is required to— (a) recognise the third party’s claim; (b) withhold payment of the account to any party to the account; or (c) withhold payment to the order of any party to the account. (2) A claim against a depositor, joint account holder, or member of a credit union may be delivered or otherwise served as required or permitted by law at the address of the registered agent of the credit union. General prohibitions 92. A credit union must not— (a) except with the approval of the Reserve Bank, engage in the business of underwriting securities, acting as principal or agent in connection with the sale of securities, developing real estate or acting as agent in connection with the sale of real estate, except as may be approved by the Reserve Bank; (b) allow their offices to be used by third parties for any activity that is prohibited to the credit union; (c) engage, sponsor or otherwise participate in lotteries, races, games or betting activities; (d) contribute to any political party or political campaign; or (e) except with the approval of the Reserve Bank, donate monies or other property to another credit union. Divestiture of non-conforming investments 93.—(1) A credit union that holds assets or investments not eligible to be held by a credit union, including real estate held for more than 2 years, or engages in activities not authorised for credit unions, must divest such assets or investments, and terminate those activities no later than 2 years from the commencement of this Act. (2) The Reserve Bank may, in its discretion, extend the time period for divestiture or termination, provided that it is satisfied that— (a) the credit union has made diligent efforts to divest, sell or terminate the assets or activities in question; and (b) a refusal to extend the time period would cause undue hardship to the credit union or to others.

Credit Union—30 of 2025 241 (3) In no event will the time period for divestiture or termination exceed 5 years from the date of commencement of this Act. (4) In the event that the divestiture or termination of activities required by this section has not been effected after 5 years from the date of commencement of this Act, then the Reserve Bank may appoint an independent trustee who is charged with authority, acting at the direction of the Reserve Bank, to effect the divestiture or termination of activities on behalf of, and at the expense of, the credit union. (5) The trustee appointed under subsection (4) must pay to the credit union any proceeds from the divestiture or termination of activities, less any costs of sale or termination, and less any expenses of the trustee. (6) In the event that divestiture or termination results in a deficit, then that deficit, any expenses of the divestiture or termination, and any expenses of the trustee, must be borne by the credit union. (7) A divestiture is not considered to be in compliance with the requirements of this section if the transfer is financed by the credit union or is made to a company controlled by the credit union. (8) Any transfers of assets or activities by the credit union to directors, committee members, senior management or employees of the credit union, or to companies controlled by such persons, must be made in compliance with the requirement for arms-length dealing, and other applicable requirements, of sections 72 to 74. (9) Notwithstanding subsections (1) to (6), the Reserve Bank at its discretion and upon the request of a credit union, may permit the retention of non-conforming assets or investments or the continuation of non-conforming activities, in exceptional cases. (10) In determining whether to authorise retention or continuation under subsection (9), the Reserve Bank may consider, among other things, whether such retention or continuation— (a) is consistent with safe and sound credit union practices; (b) presents undue risks or demands on managerial resources; (c) may be subject to adequate prudential supervision by the Reserve Bank; (d) whether divestiture or termination would cause undue hardship to the credit union; and (e) such other matters as the Reserve Bank determines to be relevant in this regard. (11) If the Reserve Bank determines to approve retention or continuation, it may make such authority to retain subject to such conditions as the Reserve Bank sees fit consistent with achieving the objective of this Act.

242 Credit Union—30 of 2025 PART 5—SUPERVISION AND REGULATION Issuance of Regulations and prudential requirements 94.—(1) The Minister may, in consultations with the Reserve Bank, prescribe regulations to implement this Act and carry out its objectives. (2) The Reserve Bank may issue prudential requirements, guidelines, standards and rules for the implementation of this Act and to carry out its responsibilities. Examinations 95.—(1) The Reserve Bank must examine the affairs of each credit union licensed under this Act. (2) The periodic interval for each credit union is determined based on the size and complexity of the credit union and the risks that it presents. (3) The Reserve Bank may conduct a special examination of a credit union at any time that the Reserve Bank has reason to believe that the credit union is engaging in unsafe or unsound practice, its financial condition is deteriorating, or the credit union isin violation of this Act or the regulations thereunder. Access to information 96.—(1) The Reserve Bank may require any member of the board, committee member, general manager or employees of a credit union to provide access to all books, records, accounts, cash on hand, data, documents and other papers held, stored or transmitted by the credit union, whether in physical or electronic form. (2) Any information deemed necessary and requested by the Reserve Bank must be furnished in a timely manner during the course of the examination. Interview and production of documents 97.—(1) In an examination conducted under this part, the Reserve Bank or its delegate may— (a) direct a person, including any director, agent, committee member or employee of a credit union to be interviewed on matters concerning the financial condition or the safety and soundness of the activities of a credit union or compliance with this Act and the regulations thereunder; or (b) require the production of records that are not voluntarily produced, including documents, books, papers, securities, and records in physical or electronic form. (2) The Reserve Bank may apply to a court for an order requiring a person to obey a directive, to appear, or to answer questions in connection with the examination. (3) The court may issue an order under subsection (2) if the court finds good cause to issue the subpoena or to take testimony. Report of examination 98. The Reserve Bank must report the results of an examination, including a general statement of the credit union’s affairs to the board at the conclusion of the examination.

Credit Union—30 of 2025 243 Examination of related entities 99. The Reserve Bank may examine a credit union’srelated entitiesto the same extent as if the services or activities were performed by a credit union on its own premises— (a) a credit union service organisation in which a credit union has a material interest; and (b) a third-party contractor providing electronic data processing, electronic fund transfers, or other member services on behalf of a credit union. Reports 100.—(1) A credit union must submit to the Reserve Bank a quarterly report on its financial condition, as well as any other report the Reserve Bank may require to monitor compliance with this Act and regulations thereunder. (2) The Reserve Bank may require credit unions generally or any individual credit union to submit reports under this section more frequently than quarterly if deemend necessary for advisory purposes. (3) A report may be in the form and contain the information that the Reserve Bank may require. (4) The credit union must submit the report on or before the due date determined by the Reserve Bank. (5) If a credit union does not submit a report by the due date or files an inaccurate or incomplete report, a fee may be charged. (6) The fee payable to the Reserve Bank must be an amount determined by the Reserve Bank for each day after the due date during which the report remains unfiled or for each day after any subsequent due date established by the Reserve Bank in a notice to the credit union to correct an inaccurate or incomplete report. (7) The Reserve Bank may waive all or part of the late fee. Relocation and additional places of business 101. A credit union must provide the Reserve Bank with a notice to relocate its principal place of business or to establish and maintain, at locations other than its principal place of business, additional offices or service facilities. Determination of misconduct 102. The Reserve Bank may, in addition to any other course of action available under this Act or any other law, take any action under section 103 against a credit union or its directors, committee members or senior management where the Reserve Bank is of the opinion, either as a result of an examination carried out under section 95 or otherwise, that the credit union or its directors, committee members or senior management has— (a) contravened this Act or any other written law as applicable; (b) violated or refused to comply with a directive of the Reserve Bank;

244 Credit Union—30 of 2025 (c) wilfully neglected to perform an official or legal duty or wilfully committed a breach of trust or fiduciary duty; (d) committed a fraudulent practice in the conduct ofthe credit union’s business that endangers the credit union’s reputation or threatens its solvency; (e) refused to submit to an examination or to permit an examination of the credit union’s records and affairs by the Reserve Bank’s representative; (f) failed or refused to authorise and direct another person to permit the Reserve Bank’s representative to examine the credit union’s records in the other person’s custody after the Reserve Bank has requested the authorisation of and direction to the other person; (g) conducted the credit union’s business in an unsafe, unauthorised, or unlawful manner, or is engaged in unsafe or unsound practice; (h) concealed, destroyed, removed, or falsified a record related to the credit union’s business and affairs; (i) transacted business while the credit union was in an unsafe or unsound condition; (j) violated a condition of the credit union’s by-laws or of a written agreement with the Reserve Bank; or (k) committed a criminal act that is a detriment to the reputation and conduct of the credit union’s business. Enforcement actions 103.—(1) The actions that the Reserve Bank may take referred to in section 102 include— (a) issue written warnings; (b) impose an administrative penalty on the credit union or the directors, committee members, or senior management of the credit union pursuant to section 161; (c) issue a directive to discontinue such practice, contravention or non￾compliance; (d) issue a directive to require the credit union to comply with this Act, regulations or prudential standards; (e) conclude a written agreement with the board of directors providing for a program of remedial action; (f) issue a directive to remove or suspend the person from his or her position; (g) appoint a controller in accordance with section 113 if the grounds for controllership provided in section 113(1) are met;

Credit Union—30 of 2025 245 (h) cancel the licence or registration; or (i) to take any other action necessary for correcting the ground of misconduct. (2) The measures and penalties provided in this section must not preclude application of other civil penalties or criminal penalties as provided under any other written law. (3) The action that the Reserve Bank takes pursuant to subsection (1) must be proportionate to the misconduct of the credit union or of its directors, committee members or senior management. (4) Warnings, directives, agreements or other documents specifying the action to be taken against a credit union must— (a) be in writing; and (b) state the effective date of the action. Hearing on appeal of enforcement actions 104.—(1) A credit union or any director, committee member or employee who is charged with an enforcement action under section 103 may have the right to appeal the decision of the Reserve Bank within 10 days of receiving the directive in accordance with the procedures outlined in section 162. (2) If an appeal is not filed within the time period stated in subsection (1), the enforcement action is final and cannot be contested. (3) The filing of an appeal does not suspend or delay an enforcement action. Publication of enforcement actions 105. The Reserve Bank may release the summary of enforcement actions to the public, unless the Reserve Bank, in its discretion, determines that such publication would be detrimental to the stability of the financial system or to other public interests. PART 6—CONFIDENTIALITY Confidentiality of information of Reserve Bank 106.—(1) The following information held by the Reserve Bank is confidential and must not be disclosed by the Reserve Bank or its agent except as provided in this section— (a) information obtained directly or indirectly by the Reserve Bank in any manner, including by application or examination, concerning the financial condition or business affairs of a credit union, its related entities, its members and other customers, including related files and records of the Reserve Bank pertaining to that information, except for information that is public or intended for publication; (b) a report of examination; (c) a document related to an enforcement action taken pursuant to section 103 where the Reserve Bank determines that publication would be contrary to the financial stability or other public interests; or

246 Credit Union—30 of 2025 (d) information obtained by the Reserve Bank from another supervisory agency designated as confidential by that agency. (2) Notwithstanding subsection (1), the Reserve Bank or its agents may disclose confidential information under subsection (1)— (a) to defend a legal action instituted by a credit union or its member against the Reserve Bank; (b) to prosecute an enforcement proceeding in accordance with this Act; (c) pursuant to a court order, subpoena or other legal process; (d) to any other supervisory agency pursuant to an agreement or arrangement for the sharing of confidential information; (e) if the information is otherwise publicly available; or (f) pursuant to any provision of law that imposes a specific duty on the Reserve Bank to disclose the information. (3) When confidential information from the Reserve Bank is disclosed under a court order, subpoena or any other legal process, the Reserve Bank may— (a) restrict release of confidential information to the portion directly related to the legal dispute; and (b) require a protective order, in a form and under circumstances specified by the court before the release of the confidential information. Records of members 107.—(1) A credit union must not disclose or produce to a third party or permit a third party to examine any record pertaining to the affairs of a credit union member unless the— (a) request is made in connection with an audit of the credit union; (b) member consents, to the disclosure or production of the record with the member’s signature verified by the credit union or any other type of identification approved by the Reserve Bank; (c) information is required by the Reserve Bank; (d) request is made in response to— (i) a subpoena or other court order; or (ii) an administrative subpoena or summons issued by a Government agency as authorised by law; or (e) disclosure is made on the approval of the Reserve Bank under subsection (2). (2) The Reserve Bank may permit the exchange of member information on— (a) customers’ indebtedness to provide data for determining the soundness of credit;

Credit Union—30 of 2025 247 (b) stale and dishonoured cheques; or (c) any other transaction information deemed necessary by the Reserve Bank for the daily operation of the credit union’s business. PART 7—MERGER AND CONSOLIDATION Authority to merge or consolidate 108. A credit union may merge or consolidate with another credit union, under the credit union’s existing by-laws, if— (a) the administration of the merger or consolidation comply with this Act and any relevant written law developed by the Reserve Bank; and (b) the merger or consolidation occurs under a plan that has been approved by a majority of the— (i) board of each credit union at a meeting called for that purpose; and (ii) members of each credit union voting at a meeting of its members called for that purpose. Application to merge or consolidate 109. —(1) After the agreement by the board and approval by the majority of the members, as applicable, the chairperson and secretary of each credit union may execute a certificate of merger or consolidation that— (a) includes a copy of the board resolution or other documents approving the merger or consolidation plan; and (b) states— (i) the time and place of the board meeting approving the merger or consolidation plan; (ii) the board’s vote on the adoption of the consolidation plan; (iii) the time and place of the members meeting approving the merger or consolidation plan; (iv) the vote count of the members approving of the merger or consolidation plan; and (v) the name of the surviving credit union. (2) The merging or consolidating credit unions must submit the certificate of merger and a copy of the consolidation plan to the Reserve Bank. (3) The merger or consolidation plan must include a list of the persons who will serve on the board of directors and as committee members of the resulting credit union and financial statements consisting of— (a) balance sheets and income statements for each of the participating credit unions for the current year and 2 preceding years;

248 Credit Union—30 of 2025 (b) pro forma combined balance sheets and income statement for the resulting institution projected for 3 years; (c) addresses of all offices that will be operated by the resulting credit union; and (d) any other information requested by the Reserve Bank for the purpose of successfully executing the merger or consolidation. (4) Subject to subsection (5), on approving the merger or consolidation, the Reserve Bank may return a duplicate copy of the certificate of merger or consolidation and merger or consolidation plan for the resulting credit union. (5) The Reserve Bank may grant conditional approval for a merger or consolidation and if such approval is conditional, the Reserve Bank— (a) must state the conditions for approval of the merger or consolidation; and (b) may withhold filing the approved official copy of the certificate of merger or consolidation until the conditions have been met. (6) The merger or consolidation is effective upon the approval of the Reserve Bank under sections 108 and 110. Considerations in determination 110.—(1) In determining whether to approve or disapprove the merger or consolidation, the Reserve Bank may consider— (a) the availability and adequacy of financial services in the local community; (b) the effect that the merger or consolidation would have on the local community; and (c) the financial strength and managerial resources of the resulting credit union. (2) The Reserve Bank must not approve a merger or consolidation transaction unless the resulting credit union commits to complying with all prudential requirements applicable to the operation of a credit union under this Act. (3) A credit union resulting from the merger or consolidation of 2 or more credit unions may have a redefined common bond of membership of the participating institutions. Property, obligations and liabilities of resulting credit union 111.—(1) After completion of a merger or consolidation, the property of the merged or consolidated credit union vests in the resulting credit union without any instrument of transfer or endorsement. (2) After a purchase and assumption transaction has been completed, the assets and liabilities of the selling credit union must vest in the purchasing credit union as provided in the purchase and assumption agreement. (3) The obligations and liabilities of the merged or consolidated credit union are assumed by the surviving credit union.

Credit Union—30 of 2025 249 Rules to address certain procedures 112. The Reserve Bank may issue rules under this Part to specify the procedures that a credit union must follow to obtain an approval of a merger or consolidation. PART 8—CONTROLLERSHIP Division 1—Controllership directive Appointment of controller 113.—(1) The Reserve Bank may immediately issue a controllership directive and appoint a controller to manage a credit union’s affairs if— (a) the Reserve Bank, in performing the duties under this Act, finds that— (i) the credit union is insolvent or in imminent danger of insolvency; or (ii) the credit union or a director, committee member or senior management of a credit union has— (A) contravened this Act, a rule issued under this Act, or any other written law that applies to credit unions; (B) contravened or neglected to follow a directive of the Reserve Bank; (C) refused to submit to an examination under oath; (D) refused to allow the Reserve Bank or the Reserve Bank’s representative to examine the credit union’srecords and affairs, including books, papers, and accounts; (E) conducted the credit union’s businessin an unsafe, unauthorised, or unlawful manner; or (F) failed or refused to authorise and direct another person to allow the Reserve Bank or the Reserve Bank’s representative to examine the credit union’srecordsin the other person’s custody or control, including books, papers, and accounts, following the Reserve Bank’s request for the granting of that authority and direction; or (iii) the credit union is not considered economically viable in the long term, based on the Reserve Bank’s assessment of the conditions listed in section 13; and (b) the Reserve Bank determines that the finding under paragraph (a)(ii) is sufficiently severe to require immediate affirmative action to prevent further dissipation of the credit union’s assets. (2) The directive must clearly state the grounds for controllership.

250 Credit Union—30 of 2025 Issuance of directive 114. A controllership directive must be served personally by electronic mail or by post to a director or the general manager of the credit union by the Reserve Bank. Reply to directive 115.—(1) Not later than the 30th day after the date on which a controllership directive is served, the board must file a written reply to the directive. (2) No other person have standing to challenge the controllership directive. Administrative review of a controllership directive 116. The board may obtain administrative review of the controllership directive as provided in sections 162 and 163. Failure to file reply or request hearing 117. If the board does not file a reply to the controllership directive as required by section 115 or fails to request and appear at the hearing provided for by section 116, then the credit union is deemed to have consented to the controllership directive and the Reserve Bank may proceed with the controllership in accordance with this Act. Division 2—Administration of controllership Effect of controllership directive 118.—(1) A controller, under the Reserve Bank, has the authority to— (a) take possession and control of the books, records, property, assets, and business of the credit union; (b) conduct the business and affairs of the credit union; and (c) perform any other action related to achieving the objectives of the controllership. (2) Following service of the controllership directive, the credit union may conduct only those operations that the controller authorise and those operations be conducted under his or her supervision. Power to protect, preserve and recover property 119.—(1) The controller is vested with all the authority and powers of the members, directors, committees and senior management of the credit union and must be authorised to operate the credit union in its own name or to conserve its assets in the manner and to the extent authorised by the Reserve Bank. (2) The powers of the controller include, inter alia, those powers set forth in this section— (a) the controller may take measures necessary to preserve, protect, and recover the assets or property of the credit union, including filing a lawsuit against any person; (b) an asset or property of the credit union includes a claim or cause of action that belongs to or that may be asserted by the credit union;

Credit Union—30 of 2025 251 (c) the controller may file, prosecute, defend or compromise a suit brought by or against the credit union if the controller believes that such action will promote the interests of the controllership; (d) at the request of the controller, any litigation pending against the credit union must be stayed for a period of 60 days. Duties of controller 120.—(1) The controller may— (a) take actions as directed by the Reserve Bank to remove the causes and conditions that made the controllership necessary; (b) report to the Reserve Bank from time to time during the controllership as required by the Reserve Bank, and (c) within 60 days after the issuance of the controllership directive, the controller must report to the Reserve Bank, and present a recommendation— (i) whether rehabilitation of the credit union is feasible; or (ii) whether the credit union should be liquidated. (2) If the controller believes that rehabilitation is feasible, then the controller may provide a rehabilitation plan with his or her recommendation (3) The rehabilitation plan may include a proposal for reduction in liabilities of the credit union, as provided for in section 121. (4) At the request of the controller, the time for submission of the rehabilitation plan may be extended for 30 days. (5) If the Reserve Bank approves the rehabilitation, then the rehabilitation plan is to be implemented. (6) If the Reserve Bank determines that rehabilitation is not feasible and that the credit union should be liquidated, then the Reserve Bank must issue a liquidation directive and appoint a liquidating agent. Reduction in liabilities 121.—(1) If the controller determines that losses of the credit union resulting from depreciation in the value of its assets or otherwise exceed the value of its retained earnings and reserve fund so that the estimated value of its assets is less than the total liabilities owed to its members, then the controller may propose that the loss be equitably divided among members through a reduction in the liabilities owed to each member. (2) If the controller makes such a proposal, and if the proposal is approved by a majority of the members at a meeting called to consider that matter, then the controller must include the proposal for a reduction in liabilities in the rehabilitation plan to be submitted for consideration by the Reserve Bank.

252 Credit Union—30 of 2025 Term of controller 122. The controller may serve until the— (a) credit union has been rehabilitated; or (b) Reserve Bank has issued a liquidation directive regarding the credit union. Transfer of management of rehabilitated credit union 123. If the credit union is rehabilitated, the controller may return the management of the credit union to the board under the terms that are reasonable and necessary to prevent a recurrence of the conditions that created the need for controllership. Cost of controllership 124.—(1) The Reserve Bank must determine and approve any reasonable expenses attributable to the service of a controller, including costs incurred by the Reserve Bank and the compensation and expenses of the controller and any professional employees appointed to represent or assist the controller. (2) All approved expenses are be paid by the credit union. (3) The Reserve Bank may have a lien against the assets and money of the credit union to secure payment of approved expenses. (4) The credit union may retain attorneys and hire other persons to assist the credit union in contesting or satisfying the requirements of a controllership directive. (5) The Reserve Bank may authorise the payment of reasonable fees and expenses for the attorneys and other persons as expenses of the controllership. (6) The Reserve Bank may waive or defer collection of any fees from the credit union during a period of controllership if the waiver or deferral would appear to benefit the prospects for rehabilitation. (7) As a condition of release from controllership, the Reserve Bank may require the rehabilitated credit union to pay or develop a reasonable plan for payment of any deferred fees. Exhaustion of administrative remedies 125. Administrative remedies must be exhausted before a court may— (a) assert jurisdiction over a claim against the controller or the credit union; or (b) restrain or otherwise affect the exercise of the powers or functions of the controller. PART 9—LIQUIDATION Division 1—Liquidation directive Appointment of liquidating agent 126.—(1) The Reserve Bank may, by a liquidation directive, appoint a liquidating agent and direct that the credit union be liquidated if— (a) the board requests issuance of a liquidation directive and the liquidation of the credit union pursuant to a resolution of a special meeting of members to that effect;

Credit Union—30 of 2025 253 (b) the Reserve Bank finds that the credit union is not viable, cannot be rehabilitated and no suitable merger partner is available; or (c) the Reserve Bank has determined to cancel the licence of the credit union pursuant to section 103(1)(h). (2) The special meeting under subsection (1)(a) is to be held in the same manner as provided in section 150. Issuance of directive 127. The Reserve Bank may serve a liquidation directive in the same manner provided for the service of a controllership directive. Administrative review of liquidation directive 128. The board may obtain administrative review of a liquidation directive as provided in sections 162 and 163. Liquidating agent 129.—(1) The Reserve Bank may tender a credit union that has been closed for liquidation to a liquidating agent. (2) After acceptance of the tender for the credit union, the liquidating agent must carry out those acts and duties, including the execution of documents, that the agent believes are necessary or desirable to maximise the value of assets available for distribution to members and other creditors, as permitted or required by this Act. (3) The liquidating agent is subject to oversight and control of the Reserve Bank. Division 2—Administration of liquidation Permissible activities in liquidation 130.—(1) A credit union in liquidation continues to exist only for the purposes of discharging debts, collecting and distributing assets, and winding up the credit union’s business. (2) The credit union may sue and be sued to enforce debts and obligations until its affairs are fully adjusted. Compensation of credit union employees 131.—(1) This section does not prevent compensation, during the credit union’s liquidation, of those salaried employees or officers of a credit union whose services the liquidating agent determines to be needed to carry out the liquidation efficiently and economically. (2) The compensation is considered an expense of the liquidation. Possession, consolidation and disposition of assets 132. The liquidating agent may receive and take possession of the books, records, assets, and property of the credit union and sell, enforce collection of, and liquidate assets and property.

254 Credit Union—30 of 2025 Repudiation of burdensome transactions 133. The liquidating agent may repudiate a contract or unexpired lease that the liquidating agent considers burdensome to the credit union. Agreements made and assets transferred before liquidation 134.—(1) An agreement that tends to diminish or defeat the interest of the liquidating agent in an asset acquired under this Division, either as security for a loan or by purchase, is not valid against the liquidating agent unless the agreement is— (a) in writing; (b) executed by the credit union and each person claiming an adverse interest under the agreement; (c) approved by the board with the approval recorded in the minutes of the board; and (d) an official record of the credit union from the time of its execution. (2) The liquidating agent may bring suit in a court of law on behalf of the credit union to reclaim, for the benefit of the liquidation estate, assets that were transferred by the credit union to others— (a) within the period commencing 6 months before the credit union went into liquidation and ending on that date; (b) for which the credit union did not receive fair consideration, and (c) which were made by the credit union and its transferee with the knowledge that the transfer would likely have the effect of preferring the interests of the transferee and prejudicing the interests of other creditors. Court action 135.—(1) The liquidating agent may sue in the name of the credit union and defend actions brought against the liquidating agent or the credit union. (2) A suit against a credit union or its liquidating agent while a liquidation directive is in effect must be brought in the High court. (3) The liquidating agent may file suit to preserve, protect, or recover the credit union’s assets or property. (4) An asset or property of the credit union includes a claim or cause of action that belongs to or that may be asserted by the credit union. Division 3—Claims relating to credit union in liquidation Claims against credit union 136. A liquidating agent may— (a) determine the existence and amount of claims; (b) allow claims that are proven and determine issues regarding the validity of security interests;

Credit Union—30 of 2025 255 (c) settle or release a claim in favour of or against the credit union; (d) disallow claims that are unproven, or security interests that are not substantiated; and (e) make distributions to and pay creditors and members of the credit union as their interests appear. Notice to creditors and members 137.—(1) The liquidating agent must give a written notice by mail to creditors and members to file their claims. (2) A general notice must be published twice a week for 2 successive weeks in a local newspaper or on electronic platforms for general circulation and broadcasted in the media in each area in which the credit union maintained an office or branch to transact business on the date the credit union ceased unrestricted operations. Priority of claims 138. The liquidating agent must use the credit union’s assets to pay, in the following order— (a) secured creditors to the extent of the value of their collateral; (b) liquidation expenses, including a security bond if such was required; (c) depositors; (d) general creditors, including secured creditors to the extent that their claims exceed the value of their collateral; and (e) distributions to members in proportion to the shares held by each member. Liquidating dividends 139.—(1) The liquidating agent from time to time may, ifsatisfied that the resources of the liquidation permit this action to be safely taken, make payable a dividends on claims that have been proved to the satisfaction of the liquidating agent or adjusted by a court. (2) After the credit union’s assets have been liquidated, the liquidating agent may make further liquidation dividends on claims previously proved or adjusted. (3) For the purposes of making a further liquidation dividend under subsection (2), the liquidating agent may accept the statement of an amount due a claimant as shown on the credit union’s books and records instead of a formal proof of claim filed on the claimant’s behalf. Barred claims 140.—(1) A claim not filed with the liquidation agent within 3 months after the date on which notice to present claims was first provided, is to be barred. (2) A claim rejected by the liquidating agent is to be barred unless the claimant appeals the liquidating agent’s rejection in accordance with the procedures of section 162 within 3 months after the date of notice of rejection.

256 Credit Union—30 of 2025 Division 4—Liquidating agent Removal of liquidating agent 141.—(1) On finding that the liquidating agent has failed to properly perform the liquidating agent’s dutiesin a timely and efficient manner or has contravened thisAct or a rule adopted under this Act, the Reserve Bank by a removal directive may take possession and control of the books, records, property, assets, and business of the credit union. (2) The removal directive must— (a) remove the liquidating agent and appoint a successor liquidating agent to complete the liquidation and the winding up of the credit union’s affairs subject to the Reserve Bank’s supervision and control; and (b) be served on the liquidating agent being removed. (3) The removal directive takes effect immediately. Replacement of liquidating agent 142. The Reserve Bank must appoint another liquidating agent on a liquidating agent’s resignation, death, illness, removal, desertion, or incapacity to function. Conflict of interest 143.—(1) The liquidating agent must not acquire an asset of the credit union in liquidation or purchase a loan of the credit union without the Reserve Bank’s prior written approval. (2) A liquidating agent must not obtain from the liquidation compensation or income for— (a) direct or indirect personal benefit; (b) the benefit of a family member of or a person associated with the liquidating agent; or (c) the benefit of a business enterprise with which the liquidating agent is associated, other than the credit union. Compensation 144.—(1) A liquidating agent is entitled to receive reasonable compensation during the liquidation. (2) The compensation is considered an expense of the liquidation. Division 5—Completion of liquidation Certificate of liquidation and distribution 145. The Reserve Bank may prescribe the form of a certificate to be completed by the liquidating agent attesting that distribution has been made and liquidation is complete. Cancellation of licence 146. The Reserve Bank, on receipt and approval of the certificate executed under section 145 must cancel the credit union’s licence.

Credit Union—30 of 2025 257 PART 10—VOLUNTARY LIQUIDATION Board resolution 147. Unless the Reserve Bank has issued a liquidation directive, the board may adopt a resolution recommending voluntary dissolution of the credit union and directing submission of the question of liquidation to the members of the credit union. Approval of Reserve Bank 148. A credit union must not enter into voluntary liquidation unless with the prior written approval of the Reserve Bank. Notification to Reserve Bank of proposed liquidation 149. Not later than the fifth day after the date on which the board’s resolution recommending voluntary dissolution is adopted, the board’s presiding officer must notify the Reserve Bank in writing of the reasons for the proposed liquidation. Special meeting to liquidate 150.—(1) Notice of the special meeting to consider voluntary liquidation is to be published in at least 2 local newspapers on electronic platforms, and the Reserve Bank must be notified no later than the 21st day before the date of the meeting. (2) A special meeting of members may be called to consider the proposed liquidation. (3) The liquidation transaction may not proceed unless two-thirds of all members are present and vote in favour of dissolving and liquidating the credit union. Credit union operations before and after vote 151.—(1) Immediately after issuing notice under section 150(1), the Reserve Bank may impose restrictions exercise control or give directions with respect to the ongoing business of the credit union pending the consideration of voluntary liquidation by the members. (2) During that period, the Reserve Bank may, in its discretion direct that no member may withdraw an aggregate amount in excess of an amount to be determined by the Reserve Bank. (3) No new loan or extensions of credit is to be funded during the period between the board of directors’ adoption of the resolution recommending voluntary liquidation and the membership meeting called to consider voluntary liquidation, except for the is￾suance of loans fully secured by a pledged deposits and the funding of outstanding loan commitments approved before adoption of the resolution. (4) If the vote to dissolve and liquidate the credit union is affirmative, the credit union must conduct business only in relation to liquidation. Notice to Reserve Bank of affirmative vote to liquidate 152.—(1) The board must notify the Reserve Bank of the affirmative vote of members to liquidate and request approval for its liquidation no later than 5 days after the special meeting of the members. (2) The notice must include the resolutions of the meeting and a list of all members present and voting at the meeting and the results of the affirmative vote.

258 Credit Union—30 of 2025 (3) The Reserve Bank may approve a request under subsection (1) if the credit union is solvent and has sufficient liquid assets or assets to be converted into liquid funds to repay its depositors and other creditors without delay. Appointment of liquidating agent 153. If the Reserve Bank approves the liquidation, the board must within 10 days, appoint a liquidating agent to— (a) conserve and collect the credit union’s assets; (b) wind up the credit union’s affairs; (c) discharge the credit union’s debts; (d) distribute the credit union’s assets; and (e) perform any other actions necessary and incidental to the liquidation of the credit union. Supervision of voluntary liquidation by Reserve Bank 154.—(1) The process of voluntary liquidation is subject to supervision by the Reserve Bank, which may request reports and conduct inspections as it deems necessary. (2) A credit union in the process of voluntary dissolution and liquidation remains subject to this Act, including its enforcement provisions. (3) The liquidation plan must be approved by the Reserve Bank. (4) If the Reserve Bank determines, including in the course of liquidation, that the credit union is not ensuring an orderly liquidation or is not complying with this Act or with any regulations issued by the Reserve Bank, the credit union is to be liquidated pursuant to Part 9. PART 11—CREDIT UNION LEAGUE Establishment of Credit Union League 155.—(1) This section establishes the Credit Union League, whose membership may include the credit unions licensed under this Act. (2) The Credit Union League must, for the purpose of this Act, be a credit union. (3) The Credit Union League is to coordinate, assist and promote all credit unions to perform such functions as required in its constitution by its constituent members and approved by the Reserve Bank. (4) The Credit Union League may— (a) pay market rates of return on money under its administration; (b) invest in cash, government securities, government guaranteed investments or other investments as approved by the Reserve Bank; and (c) establish an investment committee.

Credit Union—30 of 2025 259 (5) An investment committee established pursuant to subsection (4)(c) comprises of individuals who have a sound understanding of investment risks and liquidity management and may be appointed for a maximum of 2 terms of 3 years each. (6) The committee is to establish the Credit Union League’s investment policies and coordinate and oversee its investment portfolio. PART 12—OFFENCES Defamation 156. A person who knowingly makes, circulates, or transmits to another person a false statement that is derogatory to the financial condition of a credit union with the intent to defame that credit union or counsels, aids, abets, procures, or induces another person to make, circulate, or transmit a false statement that is derogatory to the financial condition of a credit union with the intent to defame that credit union commits an offence and is liable on conviction to a fine not exceeding $100,000 or imprisonment for a term not exceeding 2 years or both. Disclosure of confidential information 157. A director, committee member, senior management or employee of a credit union commits an offence if the person knowingly discloses confidential information in possession of the credit union without authorisation and is liable to a fine not exceeding $20,000. Consideration for loan, investment or purchase 158. If a member of the board or a committee, senior management or an employee of a credit union demands or knowingly receives, directly or indirectly, consideration for the credit union’s making a specific loan or investment or purchasing an asset, commits an offence and is liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 5 years or both. Loan to non-member 159.—(1) A member of the board, committee, senior management or an employee of a credit union that knowingly permits a loan to be made to a non-member, commits an offence and is liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 5 years or both . (2) A person who commits an offence under subsection (1) is liable to the credit union for the amount loaned. (3) The credit union may recover the loan from the person liable under this section. Destruction of records 160.—(1) A person commits an offence if the person knowingly and with the intent to deceive— (a) makes a false entry on a record, report, or statement of a credit union; or

260 Credit Union—30 of 2025 (b) in connection with an examination or investigation of a credit union by the Reserve Bank, exhibits or presents a false document, paper, instrument, or security or gives a false testimony under oath in response to a question directly related to the examination or investigation asked the person by the Reserve Bank’s representative. (2) A person commits an offence if the person knowingly removes, destroys, or conceals any record of the credit union for the purpose of concealing a fact or information from the Reserve Bank’s representative. Administrative penalty 161.—(1) If a credit union or other person designated in an issued directive under this Act does not comply with the directive, the Reserve Bank, after giving notice, may assess an administrative penalty against the credit union, the designated person, or both, ranging from not less than $100 and not more than $10,000 each for each day of the violation of the directive. (2) The credit union may not reimburse or indemnify any person for any part of the administrative penalty. (3) The Reserve Bank may bring suit for an injunction or to collect the administrative penalty in a court. (4) A credit union or other person against whom administrative penalties have been assessed may seek administrative review as provided in sections 162 and 163. PART 13—ADMINISTRATIVE REVIEW Credit Union Tribunal 162.—(1) This section establishes the Credit Union Tribunal which consists of the following— (a) a representative of the credit unions; (b) a representative of Fiji Law Society or its nominee; and (c) an independent third person appointed by the Reserve Bank. (2) Any party aggrieved by a directive or decision of the Reserve Bank or a decision of a liquidating agent on a claim may file for administrative review with the Credit Union Tribunal, within 30 days after the issuance of such directive or decision. (3) The Credit Union Tribunal may review the directive or decision of the Reserve Bank or liquidating agent and issue its own decision affirming, modifying, remanding or setting aside the directive or decision. (4) The Credit Union Tribunal may issue its decision within 60 days of the date on which the request for review was filed. (5) Any person aggrieved by a decision of the Credit Union Tribunal taken under subsection (3) may, within 30 days of the date of issuance of such a decision, appeal the decision of the Credit Union Tribunal to the court.

Credit Union—30 of 2025 261 (6) The court may review the decision of the Credit Union Tribunal and issue its own decision affirming, modifying, remanding, or setting aside the Tribunal’s decision. (7) The court may issue its decision within 90 days of the date on which the request for review was filed. (8) The court may conduct such review as follows— (a) the record on the review, conducted during the administrative process before the Reserve Bank and the Credit Union Appeal Tribunal; and (b) the scope of review by the court of the decision of the Reserve Bank or of the Credit Union Tribunal is confined to whether the Reserve Bank or the Credit Union Tribunal’s decision was made in accordance with lawful procedures, or was arbitrary or capricious, or otherwise, contrary to the law. (9) The court may permit the introduction of evidence of factual matters not presented to the Reserve Bank or to the Credit Union Tribunal during the administrative review processes only in extraordinary cases when necessary to achieve justice. (10) The filing of a request for review does notsuspend any decision taken or measure imposed by the Reserve Bank. Administrative review of controllership and liquidation directives 163.—(1) The board of a credit union may seek administrative review of controllership and liquidation directives as stated in section 162, subject to the specific time periods and procedures provided in this section. (2) Any request for administrative review of such directives must be accompanied by a certified copy of a board resolution authorising the initiation of the review process. (3) If the board of a credit union files a request for administrative review of a controllership or a liquidation directive, the Credit Union Tribunal must promptly set a date for a hearing on such review that is not earlier than the 11th day nor later than the 30th day after the request is received by the Credit Union Tribunal. (4) The Credit Union Tribunal must promptly notify the credit union of the date, time and place of the hearing. (5) The Credit Union Tribunal must issue its decision affirming, modifying, declaring unjustified or invalidating the issuance of the controllership or liquidation directive no later than 15 days after a hearing. (6) A party to the administrative review proceeding who is aggrieved by the decision of the Credit Union Tribunal may file a petition for review with the court specifying the relief sought. (7) The court must set a hearing date not earlier than the 11th day and not later than the 30th day after receiving the Credit Union Tribunal’s decision and the court must promptly notify the parties of the time and place of the hearing.

262 Credit Union—30 of 2025 (8) The court must issue its decision affirming, modifying or declaring unjustified the issuance of the controllership or liquidation direction no later than 15 days after the hearing. (9) The filing of a request for review of a controllership or liquidation directive does not suspend the effectiveness of the directive which remains in full force and effect. (10) In cases brought under this Part, the court is authorised, in appropriate cases, to award monetary damages to injured parties and not to enjoin, stay, suspend, or set aside the actions taken by controller, liquidating agent, the Reserve Bank or the Credit Union Tribunal taken under this Act. (11) Any monetary award of damages, unless based on actions found by the court to have been taken in bad faith by a controller, a liquidating agent, or the Reserve Bank, is directed against the Reserve Bank and in cases where bad faith is proven, against the wrongdoer as well. PART 14—MISCELLANEOUS Compliance with Financial Transactions Reporting Act 2004 164. A credit union must comply with the Financial Transactions Reporting Act 2004. Business days and public holidays 165.—(1) A credit union is deemed to be closed on any day, or part of a day, when it is not open to the public for substantially conducting all of its functions or transactions. (2) A credit union must be closed at least one day per week and on all public holidays. When a credit union is closed under subsection (2), the credit union is under no obligation or duty to conduct any business or effect any transaction. (3) Any notice, item, or deposit of money received on any public holiday may be treated as received at the opening of the next business day, and any transaction or business that would or should have occurred on such holiday may be treated as postponed to the next business day. (4) A credit union may establish the regular hours for each business day during which its branches or offices will be open. (5) In this section, unless the context otherwise requires— “business day” means any day or part of a day on which a credit union is open to the public for substantially conducting all of its functions or transactions; “public holiday” has the same meaning under section 4 of the Employment Relations Act 2007 or means a bank holiday declared under section 62 of the Reserve Bank Act 1983; “transact” means to take action or non-action the result of which constitutes a transaction; and

Credit Union—30 of 2025 263 “transaction” means any function or an element of the credit union’s business including, but not limited to, receipt or giving of any notice; receipt or acceptance of deposits; transmission, acceptance, payment, dishonour, and notice of dishonour of items; and obligations and duties with respect to all thereof. Closing during emergencies and other special days 166.—(1) The authorisations granted to credit unions include authority to close during an emergency, including not opening on a business day or closing and suspending business operations if already open. (2) The Reserve Bank may, by proclamation, authorise credit unions located in the affected area or areas to close if it is of the opinion that an emergency exists or imminent. (3) The credit unions affected by such proclamation may remain closed until the Reserve Bank proclaims that the emergency has ended, or until the credit union officers determine that it is appropriate to reopen. (4) Senior management of a credit union may, in reasonable discretion, close the credit union in anticipation of or during an emergency even if the Reserve Bank has not issued or does not issue a proclamation of emergency. (5) The credit union office that has been closed may remain closed until such time as the board or senior management determines that the emergency has ended and for such reasonable time thereafter as may be required to reopen. (6) No credit union may remain closed pursuant to this section for more than 48 consecutive hours, excluding public holidays, without the prior approval of the Reserve Bank. (7) A credit union that closes under subsection (3) must notify the Reserve Bank of its closure as soon as reasonably possible by any means. (8) The board or senior management may close the credit union on any day or days designated by the Parliament for mourning, rejoicing, or other special observance. (9) In this section unless the context otherwise requires— “emergency” means any actual or threatened condition or occurance, that may interfere substantially with the conduct of normal business operations of a credit union or poses an imminent or existing threat to the safety or security of persons or property, or both; and “office” means any location authorised for a credit union to transact its business or conduct operations. Significant events; notice required 167.—(1) A credit union must notify the Reserve Bank of the occurrence of any of the eventslisted in subsection (2) by filing a disclosure form prescribed by the Reserve Bank. (2) The prescribed form includes the number and description accompanied by a summary of each event.

264 Credit Union—30 of 2025 (3) Completed disclosure forms must be certified for authenticity and accuracy by the credit union’s general manager or equivalent officer. (4) Events for which disclosure forms must be filed within 10 days of the occurrence of the event must include the following— (a) the addition, resignation, or termination of a director, committee member, general manager, or external auditor; (b) the acquisition or divestiture of any asset which exceeds 20 per cent of capital value of the most recent quarter; (c) any interruption of fidelity insurance coverage; and (d) any suspected criminal act perpetrated against the credit union or its related entities. (5) No liability is incurred by any credit union or related entities for good faith efforts to comply with file disclosure requirement. (6) A credit union that fails to file a disclosure form within 10 days after the event is subject to a penalty fine as determined by the Reserve Bank. Retention and destruction of certain records 168.—(1) The following credit union records must be retained permanently either in their originalform or as a certified copy orreproduction that complies with subsection (5)— (a) licence, registration, by-laws, and amendments; (b) certificates of shares if applicable; (c) general ledger and supporting subsidiary ledgers; (d) minutes of meetings of the members, the board, the credit committee and the supervisory committee; (e) audit reports and opinions, under section 41 or 42, including attachments, supporting work papers, and communications between the auditor and the credit union; and (f) listings of records destroyed. (2) The following credit union records, if used, must be retained for at least 7 years, in either their original form or as certified copies that complies with subsection (4)— (a) balance sheets and statements of income and expenses; (b) individual share and loan records; (c) journal and cash records; (d) cash account reconcilements; (e) dividend records; (f) expense records;

Credit Union—30 of 2025 265 (g) reports of financial condition; (h) matured investment records; (i) supervisory or audit committee summary of account verification or the equivalent prepared by a certified public accountant; and (j) closed applications for membership and share account agreements. (4) No liability is accrue against any credit union for destroying any such records after the expiration of the period provided in subsection (2), and in any proceedings requiring such records or files that were destroyed in accordance with this section constitutes a sufficient excuse for failure to produce them. (5) A credit union may make a copy or reproduction of any of its records by the following methods— (a) photocopy; (b) scanned electronic copy; (c) archival computer media; or (d) film reproduction. (6) If the copy or reproduction is made in such manner that each page is exposed in its entirety and is duly certified or authenticated by a responsible officer of the credit union under whose supervision the records are kept, then the copy or reproduction or any duly certified or authenticated copy or reproduction thereof, is admitted and received as evidence with the same force and effect as the original record. Transitional 169.—(1) A transition period of 12 months from the commencement date of this Act applies to transactions under subsections (3) to (9). (2) The Minister may amend the transition period on the recommendation of the Reserve Bank, by notice in the Gazette. (3) The Registrar of Credit Unions must submit all data, records and documentation relating to credit unions registered under the Credit Unions Act 1954 to the Reserve Bank as soon as practicable. (4) The Registrar of Co-operatives must submit all data, records and documents relating to co-operatives to the Reserve Bank as soon as practicable. (5) All credit unions and co-operatives at the date of commencement of this Act continue and are deemed to be licensed or registered under this Act, as applicable, subject to the approval of the Reserve Bank. (6) The Reserve Bank must assess the information submitted by the Registrar of Credit Unions and the Registrar of Co-operatives against the requirements of this Act to determine on whether an existing credit union or co-operative is to be licensed or registered under this Act.

266 Credit Union—30 of 2025 (7) The Reserve Bank must provide a decision in writing to each credit union or co￾operative as soon as practicable and may issue a licence or certificate of registration with or without conditions. (8) The Reserve Bank may take any corrective or other action authorised under this Act in respect of non-compliance by a credit union. (9) The Reserve Bank may not proceed with assessing any new application during the transition period to ensure effective transition. Repeal 170. The Credit Unions Act 1954 is repealed. Consequential amendments 171.—(1) The Banking Act 1995 is amended in section 70 by deleting “Credit Unions Act 1954” and substituting “Credit Union Act 2025”. (2) The Companies Act 2015 is amended in section 3 by— (a) in the definition of “financial institution”, deleting “Credit Unions Act 1954” and substituting “Credit Union Act 2025”; and (b) in the definition of “managed investment or managed investment scheme”, deleting “Credit Union Acts 1954” and substituting “Credit Union Act 2025”. (3) The Personal Property SecuritiesAct 2017 is amended in section 2, in the definition of “financial institution”, by deleting “Credit Unions Act 1954” and substituting “Credit Union Act 2025”; (4) The Proceeds of CrimeAct 1997 is amended in section 3 by deleting the definition of “credit union”. (5) The Companies (Wholesale Corporate Bonds) Regulations 2021 is amended in regulation 4(1)(b), by deleting “Credit Unions Act 1954” and substituting “Credit Union Act 2025”. (6) The Land Transport (Public Service Vehicles) Regulations 2000 is amended in regulation 11A by, deleting “Credit Unions Act 1954” and substituting “Credit Union Act 2025”. Passed by the Parliament of the Republic of Fiji this 4th day of December 2025. Price: $5.25 STAR PRINTERY PTE LTD, (Government Printer), Suva, Fiji – 2025 30/Z/25—170 Official Printer Since 2022