Lyla Lindsey
If you're thinking of registering a company in Brunei, there are a few things you should know. Firstly, the country offers a stable economic environment, tax exemptions, and a competitive corporate income tax rate of 18.5%sole proprietorship, partnership, private or public company, and international limited partnership. The registration process typically involves reserving a company name, preparing supporting documents, filing for registration, and opening a corporate bank account. It's important to note that companies must have at least two shareholders and two directors, and certain industries may require special licenses or approvals from relevant authorities. The cost of registering a company in Brunei can vary, but it generally includes fees for legal documents, company registration, taxes, and a legal address.
| Characteristics | Values |
|---|---|
| Language | Malay, English |
| Currency | Bruneian dollar (B$) |
| Official Name | Negara Brunei Darussalam |
| Type of Government | Unitary Islamic absolute monarchy |
| Company Registration Authority | The Registry of Companies and Business Names (ROCBN), Ministry of Finance |
| Company Registration Law | Companies Act of 1984 |
| Company Registration Cost | US$2250 |
| Time Taken for Company Registration | 12 weeks |
| Minimum No. of Shareholders | 2 |
| Minimum No. of Directors | 2 |
| Documents Required | Certificate of incorporation, Articles and Memorandum of Association, Compliance declaration, Director's certificate, Notarized passport copies of shareholders, Legal registered agent, Legal registered office address |
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What You'll Learn
Choosing a business structure
When choosing a business structure in Brunei, there are several options to consider, each with its own advantages and requirements. Here are the most common types of business structures in Brunei:
Sole Proprietorship
The simplest form of business structure is a sole proprietorship, where the business is owned and operated by a single individual. This structure is easy to set up and provides operational simplicity. However, the owner is personally liable for all obligations and debts incurred by the business. Sole proprietorships are subject to personal income tax rates, and only local citizens and permanent residents can register as sole proprietors.
Partnership
A partnership is a business structure where two to twenty partners jointly own and manage the business. Partnerships are not considered separate legal entities, so partners have unlimited liability for the business's debts and obligations. Similar to sole proprietorships, partnerships can only be registered by local citizens and permanent residents.
International Limited Partnership (ILP)
An ILP is a type of limited company that can be formed for any legal purpose. It typically consists of one or more general partners and limited partners. In the event of a winding up, general partners may be held personally liable for the company's debts and obligations. At least one of the general partners must own a licensed entity in Brunei. Limited partners, on the other hand, are exempt from personal liability and are not involved in the conduct of the business. This structure is well-suited for trading and holding activities, as dealing with local clients is restricted. A minimum share capital of US$2 is required to establish an ILP.
Corporation
A corporation is a separate legal entity from its shareholders and directors, providing them with limited liability protection. Corporations generally have stricter requirements for incorporation and compliance compared to other business structures. To form a corporation in Brunei, you will need at least two directors, two shareholders, and annual returns and reports must be filed. Both public and private companies are governed by the Companies Act. While public companies have stricter requirements, they have the advantage of being able to raise capital more easily through the public sale and transfer of shares.
Brunei Free Trade Zone Company
This type of limited liability company is established within the Pulau Muara Besar Free Trade Zone and offers several benefits, including tax exemptions and the ability to deal with local clients. These companies have more flexibility in their structure, requiring only one director and one shareholder.
Branch Office
A branch office is typically a representation of a foreign-registered company and is subject to the same laws and requirements as the parent company. It must have a registered local office and a registered agent. A resident director is also necessary for incorporating a branch office. Branch offices are subject to standard corporate tax and withholding tax and must file financial statements annually.
When choosing a business structure in Brunei, it is important to consider factors such as the level of personal liability protection, tax obligations, ownership, management flexibility, and compliance requirements. Seeking professional advice from those familiar with the local business environment is always recommended.
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Reserving a company name
Name Availability Search:
Before choosing a name for your company, it is essential to conduct a thorough name search to ensure its availability. You can use the One Common Portal (OCP) to search for your proposed business name. Go to the OCP homepage (www.ocp.mofe.gov.bn), type in your desired name, and click search. This step will help increase the chances of your name being approved and reduce the risk of complaints against your business due to similarity with existing names.
Choosing a Name:
When selecting a name for your company, it is important to choose one that reflects your business nature and creates the right image. The name should also not be identical or similar to existing registered names. Additionally, it should not contain certain restricted words such as "Royal," "Diraja," or "Brunei." The name application may also be referred to the Relevant Licensing Authorities for approval, depending on the nature of your business.
Reservation with Registrar:
Once you have decided on a unique and suitable name, you can reserve it with the Registrar of Companies. This step ensures that your preferred name is secured while you proceed with the rest of the company registration process.
Submission and Approval:
After reserving your company name, you will need to submit the necessary documents for company registration. This typically includes the Memorandum of Association (MOA) and other incorporation documents. The Registrar of Companies and Business Names (ROCBN) will review your application and approve it if all requirements are met.
Receiving Certificate:
Upon approval of your company registration, you will receive a Certificate of Incorporation, which confirms the registration of your company. This certificate, along with other relevant documents, will be couriered to your preferred address.
Remember to refer to the official government sources and websites for the most up-to-date and accurate information regarding company name reservation and registration procedures in Brunei.
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Preparing supporting documents
The documents you will need to provide will depend on the type of business entity you are registering. The most common business setups in Brunei are sole proprietorships, partnerships, and companies, which can be either private or public.
For a sole proprietorship, you will need to provide:
- A signed copy of your NRIC (National Registration Identity Card)
- An address for the service of documents (if applicable)
For a partnership, you will need to provide:
- Signed copies of NRICs for all partners
- An address for the service of documents (if applicable)
For a company, you will need to provide:
- A certificate of incorporation
- Articles and Memorandum of Association
- A compliance declaration
- Identification documents for all shareholders (e.g. notarized passport copies)
- A legal registered agent
- A legal registered office address
Additionally, if you are a foreign company, you will need to appoint at least one director who is a citizen, permanent resident, or residing in Brunei.
All documents must be certified and, if necessary, translated into English. These should be submitted to the Registrar of Companies.
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Filing for registration
To file for registration, you must first get your company's name and activity approved by the ROCBN (Registry of Companies and Business Names). You will then need to secure the Memorandum of Association (MOA) and prepare the necessary incorporation documents. These documents will need to be filed with the relevant authorities for approval.
The incorporation documents required will depend on the type of business structure you are registering. For example, if you are registering a sole proprietorship, you will need to provide a signed copy of your NRIC, address for service of documents, and proof that you are not a declared bankrupt. If you are registering a partnership, you will need signed copies of NRICs for all partners and addresses for service of documents.
If you are a foreign company, you will need to submit all certified and translated documents, if necessary, into the English language to the Registrar of Companies. This includes documents such as the company's Memorandum and Articles of Association, which must be drafted and notarized.
Once you have received approval, you will be issued a Certificate of Incorporation, which will be couriered to your preferred address. You will also receive a company registration number.
The cost of registering a company in Brunei is US$2250, which includes the preparation of legal documents, company registration, payment of all taxes and fees, and a legal address for the company for one year. The registration process can take up to twelve weeks to complete.
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Opening a corporate bank account
There are seven banks licensed to operate in Brunei, and the three major banks are Perbadanan Tabung Amanah Islam Brunei (TAIB), Baiduri Bank, and Bank Islam Brunei Darussalam. The other four banks with international ownership are RHB Bank, Maybank, Standard Chartered Bank Brunei, and CIMB Brunei.
Before opening a corporate bank account, it is recommended to research the closest branches and ATMs to your workplace or residence. 24-hour ATMs are available in all urban centres, and most are listed on bank websites and maps. The official currency in Brunei is the Brunei dollar, which is pegged against the Singaporean dollar.
To open a corporate bank account, you will need to visit a local branch. While you can start the application process online, supporting documents must be presented in person. Most bank branches have English-speaking staff. It is recommended to book an appointment rather than dropping in, as opening a bank account can take some time.
The following documents are required to open a corporate bank account:
- Passport
- Visa
- Rental agreement
- Financial history
- Three months of bank statements
- Employment contract
Please note that banks are legally obligated to check the identity of those who request to open an account with them to prevent money laundering.
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