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​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?

Local Company

 √ 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
   Darussalam

√ 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