Incorporation of Companies
All companies must be registered with the Registry of Companies, Ministry of Finance.
WHAT IS A COMPANY?
A company is a business entity that is registered under the Companies Act, Chapter 39. It has a legal personality which means that it has the right to own properties, have a perpetual succession and can sue or be sued in its own name. It is identifiable with the word "Sdn Bhd‟ and "Bhd‟.
A company must have at least 2 shareholders and at least 2 directors.
WHO ARE ELIGIBLE TO BE A DIRECTOR?
√ If there are only 2 directors, one of the directors must be ordinarily resident. If there are more than 2 directors, at least 2 of them must be ordinarily resident.
√ Not a declared bankrupt
√ Must be at least 18 years of age
WHAT ARE THE TYPES OF COMPANY?
|Private Company||Up to 50 or fewer shareholders and restricted in share transfer |
|Public Company||Has more than 50 shareholders and can offer shares and debentures to the public|
|Foreign Company||A branch of Foreign company registered in another country|
WHAT ARE THE REQUIRED DOCUMENTS?
√ Signed copy of NRIC (s) [Passport (s) – for foreign directors with no NRIC issued to them]
√ Forms (Consent to act as directors,
Form X – List of Directors particulars)
Memorandum and Articles of Association (which includes share capital and allotment of shares)
To download a standard template for the Memorandum and Articles of Association (
click here )
√ If you applied for Ordinarily Resident status, a Certificate of Ordinarily Resident
(if a director is an ordinarily resident) is a requirement
To download guidelines and application forms for Ordinarily Resident (
click here )
Foreign Branch Company
√ Consent letter from main branch
√ Certificate of incorporation or registration in place or origin or similar document (must be certified copy)
√ Memorandum and Articles of Association or similar documents (must be certified copy)
√ Memorandum of Appointment or Power of Attorney stating the name and address of 2 or more individuals resident in Brunei Darussalam who are authorised to accept service of process and any notices, made under seal of the company incorporated outside Brunei
√ Company Resolution
√ List of directors (Form IV(F))
√ List of Authorised person
√ Undertaking letter
√ Notice of the situation of its registered office in Brunei Darussalam
WHAT ARE THE STEPS TO REGISTER A BUSINESS IN BRUNEI?
Incoporation of Company