12 Feb 2018
Establishing a Presence in Brunei
The Registry of Companies and Business Names (ROCBN) under the Ministry of Finance is responsible for business registration and company incorporation. Hong Kong companies are allowed to invest freely in Brunei and establish a presence in the form of either:
1. A foreign-owned company
2. A branch
The key steps to follow for both options are provided below and further information can be found in the How To Guides available on ROCBN’s website.
Setting up a Foreign-owned Company
The ROCBN will incorporate any of the following business forms: sole proprietorship, partnership, public company or private company. There are, however, different registration requirements as outlined below.
Type of Company
– This can only be established by Brunei citizens and permanent residents.
– Owner is personally liable for debts and losses of business.
– A registration fee of B$30 (about US$22).
– A partnership can only be established by Brunei citizens or permanent residents. One typical partnership has between two and 20 partners, whereas a partnership of more than 20 partners must be incorporated as a company.
– Partners are personally liable for the partnership’s debts and losses incurred by other partners.
– A registration fee of B$30 (about US$22).
Public or private company
– A business form that is a legal entity separate and distinct from its shareholders and directors.
– A private company which has at least two shareholders but no more than 50 shareholders. A public company has at least seven shareholders/members.
– Generally there must be a minimum of two directors who ordinarily reside in Brunei.
– Annual returns must be filed as the statutory requirements for general meetings, directors, share allotments, etc.
– The minimum registration fee is B$300 (about US$220) for a company with an authorised capital not exceeding B$25,000 (about US$18,400). The maximum registration fee is B$35,000 (about US$25,800) for capital exceeding B$150 million (about US$110 million).
The World Bank’s Doing Business 2018 report ranks Brunei 58th out of 190 economies in starting a business, a considerable improvement from 2017 compared with the average country in the East Asia and Pacific region. There are several steps to follow before a company is fully incorporated and able to carry out business in Brunei.
1. Register business name through Brunei’s online Registry of Companies and Business Names (ROCBN). The name reservation will be valid for 30 days once the company’s name is approved.
2. ROCBN issues a certificate of incorporation after being satisfied with the provision of the required incorporation documents:
– The list of directors, their personal identifications, and date of birth
3. Certify the Memorandum of Articles of Association and the Articles of Association by ROCBN.
4. File the Return of Allotment Shares at ROCBN within eight weeks of receiving the certificate of incorporation.
5. Stamp share certificates by the Revenue Division of the Ministry of Finance.
6. Make a company seal or stamp if required.
7. Register for Employees Provident Fund by submitting a copy of the certificate of incorporation and identify cards of directors to the Provident Fund.
Opening a Foreign Branch
Any Hong Kong company intending to establish a business in Brunei, yet not in the form of a locally incorporated company, must register it as a branch of the foreign company as provided under the Companies Act. The branch must have a registered office in Brunei and must appoint one resident company secretary. The scope of operations depends on the parent company’s activities and all branch offices are subject to standard corporate tax and withholding tax.
The Companies Act also stipulates the requirements for the registration of a branch of a foreign company, which is similar to the incorporation of a company. The proposed name of the branch must be approved by ROCBN prior to the approval for registration. To register a branch, the following documents must be provided to ROCBN:
- Consent letter from the main branch
- Certified copy of certificate of incorporation or similar document
- Memorandum and Articles of Association or similar documents (must be certified copy)
- Memorandum of Appointment or Power of Attorney stating the names and addresses of two or more individuals resident in Brunei
- Notice of the situation of its registered office in Brunei Darussalam
Upon approval, a certificate of incorporation will be issued at a fee of B$25 (about US$18).
The fee payable in respect of the registration of a branch depends on the authorised share capital of the holding company, and it is 50% less than the fee payable for locally incorporated companies.
Following an amendment to the Companies Act in 2017, minority stakeholders are now given greater powers, with all shareholders of any Brunei-registered business permitted to attend company meetings and speak on any matter arising. Additionally, all company directors are required to disclose their interest in any relevant real estate or commercial property transaction.
Brunei Darussalam Accounting Standards Council (BDASC) is responsible for prescribing the accounting standards in the country. Since January 2014 all public entities must comply with International Financial Reporting Standards (IFRS). Other entities can use accounting principles generally accepted in Brunei and they should obtain prior approval from BDASC.
In a bid to help SMEs while establishing a secured lending infrastructure in the country, Brunei has started since late 2016 to allow SMEs to register their movable assets as collateral in arranging credit, a scheme overseen by the Autoriti Monetari Brunei Darussalam, the country’s central bank.
Brunei Economic Development Board (BEDB) promotes inward FDI and provides tax incentives for investment, with Halal, technology and creative industry, business services, tourism and downstream oil and gas listed as the priority areas. Information on the investment guides and incentives in Brunei is available on the BEDB website. Similarly, incentives for foreign companies doing business in Brunei can also be found on the website of the Ministry of Foreign Affairs and Trade.
- Regulatory Environment
- Establishing a Presence
- Intellectual Property Protection
- Staff Recruitment
- Tax Considerations
- Import/Export Procedures
- Further Information