Company Formation in Brunei

 

Forming a company in Brunei involves several steps and compliance with local laws and regulations. The process is overseen by the Registry of Companies and Business Names (ROCBN) under the Ministry of Finance and Economy. Here’s a general overview of the steps involved in forming a company in Brunei:

1. Decide on the Company Type: Determine the type of company you want to establish. Common types include a private limited company (Sendirian Berhad or Sdn Bhd), public limited company, partnership, sole proprietorship, or branch of a foreign company.
2. Name Reservation: Choose a unique name for your company and submit it to the ROCBN for approval. The name should not be similar to existing companies or contain prohibited terms.
3. Prepare Company Documents: Draft the necessary documents, including the Memorandum and Articles of Association, which outline the company’s structure, rules, and regulations. These documents must be in compliance with the Companies Act.
4. Director and Shareholder Details: Companies in Brunei must have at least two directors who are natural persons and at least one shareholder. Directors do not need to be Brunei residents, but at least one must be ordinarily resident in Brunei.
5. Registered Address: The company must have a registered office address in Brunei where official documents can be legally served.
6. Company Secretary: Appoint a company secretary who is a resident of Brunei. The company secretary is responsible for ensuring regulatory compliance and maintaining company records.
7. Registration with ROCBN: Submit the application along with the required documents and fees to the Registry of Companies and Business Names. This can often be done online through the ROCBN’s portal.
8. Tax Registration: Once the company is registered, you must obtain a tax identification number from the Revenue Division of the Ministry of Finance.
9. Other Licenses and Permits: Depending on the nature of your business, you may need to obtain additional licenses or permits from relevant authorities.
10. Opening a Bank Account: Open a corporate bank account in Brunei. This typically requires the company’s registration documents, board resolution authorizing the opening of the account, and identification documents of the directors and signatories.
11. Compliance and Reporting: Ensure ongoing compliance with Brunei’s legal and regulatory requirements, including annual returns, tax filings, and any sector-specific regulations.

It’s important to note that the process can vary based on the specific type of business and other factors. It’s advisable to consult with local legal and financial experts or the ROCBN directly to ensure all requirements are met.