All business must be registered with the Registrar of Companies and Business Names. The proposed name of business or company must first of all be approved by the Registrar of Companies and Business Names. For each name proposed, a fee of $5.00 is imposed.
Sole proprietors are not subject to tax in Brunei Darussalam, but are personally liable for the obligations of their businesses. Generally, registration approval is not granted to foreigners.
A partnership may consist of individuals, local companies and branches of foreign companies. The maximum permitted number of partners is twenty. In general, at least one partner in the partnership must be a Bruneian or a Brunei Permanent Resident. However, under special circumstances, the Registrar may grant approval for foreign individuals to register a partnership.
In Brunei Darussalam, partnerships are not subject to income tax.
PRIVATE COMPANY (SENDIRIAN BERHAD OR SDN. BHD.)
Companies that are incorporated in Brunei Darussalam are governed by the Companies Act (Cap 39). Under the Act, four types of companies may be incorporated:
- Companies limited by shares;
- Companies limited by guarantee;
- Companies limited both by shares and guarantee; and
- Unlimited companies.
The companies so incorporated may be either private or public companies. A private company must, by its constitution (Articles of Association), restrict the right of members to transfer shares, limit its membership to fifty and prohibit any invitation to the public to subscribe for shares or debentures.
- A public company is one which may issue freely transferable shares to the public and is not bound by any of the above restrictions relating to a private company.
- At least half the directors in a company must be Brunei citizens or Brunei Permanent Residents.
- Public companies must have at least seven shareholders. Private companies must have at least two shareholders. Shareholders need not be Brunei Darussalam’s citizens or residents, and a subsidiary company may hold shares in its parent company.
- All companies must appoint auditors to audit their accounts and report to the shareholders. The companies must also file annual returns with the Registrar of Companies and submit annual tax returns to the Collector of Income Tax ( CIT ) at the Ministry of Finance.
PUBLIC COMPANY (BERHAD OR BHD.)
- May be limited or unlimited
- May issue freely transferable shares to the public
- Must have at least seven shareholders
- Shareholders need to be Brunei citizens or residents
- Subsidiary company may hold shares in its parent companies
- Half the directors in a company must be either Brunei Citizens or ordinary residents in Brunei Darussalam
- Memorandum and Articles of Association must be registered with other incorporation documents in prescribed forms
- Upon approval, Registration of Companies Certificates will be issued and a fee of $25.00 is imposed.
- The registration fees are based on a graduated scale on the authorized share capital of the company.
- No minimum share capital is required.
- Public Companies are required to do the following:
- Appoint auditors who are registered in Brunei Darussalam
- Prepare each year profit and loss account and balance sheet, accompanied by a Director’s Report
- Submit accounting data annually to the Economic and Development Department, Prime Minister’s Office
- File annual returns, containing information on directors and shareholders with the Registrar of Companies and Business Names.
- Keep the following records:
- Minute Book of Members’ Meeting
- Minute Book of Directors’ Meeting
- Minute Book of Managers Meeting
- Register of Members
- Register of Directors and Managers
- Register of Charges
BRANCH OF FOREIGN COMPANY
Any foreign company that wishes to establish a business in Brunei Darussalam and does not incorporate as a local company must register as a branch of the foreign company.
The branch must have a registered office in Brunei Darussalam and must appoint a local agent. On registration, a foreign company is entitled to the same powers and authority as a local company.
Branches of foreign companies are required to file a copy of their head office annual financial accounts with the Registrar of Companies every year. Branches are also required to prepare branch accounts for tax computation.
Subject to corporate tax of 30% of the gross yearly profit.
A joint venture may take the form of a corporation or partnership. Several factors, including the nature of the project, would determine which type of joint venture is appropriate. In a corporate joint-venture, the owners have limited liability whereas in a partnership joint venture, the partners have unlimited liability. If the parties to a partnership joint venture are corporations, then liability is limited to that of the participating corporations.
All business, except those using the full name of the owner, must be registered with the Registrar of Business Names or Registrar of Companies at the Attorney General’s Chambers.
Firms engaging in the following businesses are also required to be apply for a separate “miscellaneous license” from the District Offices (for business outside the municipal areas) or from the Municipal Boards (for businesses in the municipal areas) or other authorities depending on the type of businesses:
- Coffee shops, eating houses, boarding houses, lodging houses or other places of public resort.
- Petrol Station;
- Retail shops;
- Timber store and furniture factories;
PROCEDURES FOR INCORPORATING A COMPANY
The principal requirements for the incorporation of a Brunei Darussalam company are as follows:
- The Registrar of Companies must give approval for the name of the company prior to incorporation;
- Memorandum and Articles of Association must be submitted to the Registrar of Companies, together within corporation documents in the prescribed forms; and
- Two or more shareholders must exist, each subscribing to at least one share in the proposed company.
A limited company, other than a non-profit company, must have the word “Berhad” ( or Bhd in short ) at the end of its name. If the company is a private company, the word “Sendirian” must be added before the word “Berhad” ( ie. Sendirian Berhad or Sdn Bhd ).The companies may be registered by the Registrar of Companies after the compliance imposed by the Government.
The incorporation procedures may take about 4-8 weeks to finalise before a certificate of incorporation is issued, at which time the company may commence business. There is a registration fee (the amount depending on the authorised share capital) and other charges such as filing fees and inspection fees are also imposed.
PROCEDURES FOR REGISTERING A BRANCH OF A FOREIGN COMPANY
The Companies Act also stipulates the requirements for the registration of a branch of a foreign company in Brunei Darussalam. The procedure is similar to that of incorporating a local company but the documents required to be filed with the Registrar of Companies differ slightly. The filing documents required for registering a branch are as follows:
- A certificate true copy of the Charter, Statutes or Memorandum and Articles of Association or other instruments defining the constitution of the foreign company duly authenticated in English;
- An original copy of the Board Resolution approving the registration of a Branch in Brunei; and
- A list of directors together with their particulars and the names and addresses of one or more persons residing in Brunei Darussalam authorized to accept notices on the company’s behalf.
Registration fees payable in respect of the registration of a branch depend on the authorised share capital of the holding company but are 50% of the fees payable for locally incorporated companies.
Brunei Darussalam is flexible towards foreign equity requirements. Depending on the types of industrial activities, a full 100% foreign equity can be considered including high-tech or export-oriented industries. However, if the industries are based on local resources and related to national food security, some form of local participation is required.
INDUSTRIAL COORDINATION ORDER, 2001
This Order is designed to provide for the coordination and orderly development of manufacturing activities in Brunei Darussalam.
The Order opens up two avenues to the administrating authority. Firstly, to regulate the approval and operation of all manufacturing activities. Secondly, enabling His Majesty’s Government to streamline rules and procedures necessary to speed up the approval of manufacturing activities and its implementation plan.
This is made possible as the Order empowers the Minister responsible for industrial development to make rules and regulation pertaining to this Act that may reflect the interest of relevant government agencies who advises the Minister through the Industrial Coordination Advisory Council.
note: manufacturing activities include the making, altering, blending, ornamenting, finishing or otherwise treating or adapting any article or substance, and the assembly of parts and ship repairing.
REGISTRATION OF TRADEMARKS AND PATENTS
Trademarks can be registered provided the requirements laid down in the Trademarks Act (Cap 98) are satisfied. Once registered, they are viable for an initial period of seven years and renewable for a further period of fourteen years.
Any person who obtained a grant of a patent in the United Kingdom or Malaysia or Singapore may apply to the Attorney General Chambers within three years of the date of issue of such grant to have such grant registered in Brunei Darussalam under the Inventions Act (Cap 72).
There is no specific legislation for copyright protection, but United Kingdom legislation would apply where necessary. Brunei Darussalam is a member of the World Intellectual Property Organization (WIPO). All relevant laws for the protection of intellectual property rights have been enacted.
For more details on the laws of Brunei pertaining to business registrations, taxation, employment and other legal matters, please contact:
The Attorney General’s Chambers
The Law Building, Km 1 Jalan Tutong
Bandar Seri Begawan BA 1910
Tel: (673) 2244872
Fax: (673) 2223100
The Chief Law Librarian (Laws of Brunei Enquiries)
The Law Building (2nd Floor), Km 1 Jalan Tutong
Bandar Seri Begawan BA1910
Tel: (673) 2244872
Fax: (673) 2223100