Registration of Company in Brunei

Negara Brunei Darussalam or the Islamic Sultanate of Brunei Darussalam known as the Nation of Brunei, the Abode of Peace is a Southeastern Asian country on the north coast of the island of Borneo. It is bordered by the South China Sea and Malaysian territory. The capital of Brunei is Bandar Seri Begawan and the nation of Brunei is home to over 400,000 people.

The nation’s official language is Malay but English is also a recognized official language (in the field of business and the language of instruction in the educational system), other languages include Chinese and Arabic. The official currency is the Brunei dollar (BND).

The government of Brunei is that of Unitary Islamic absolute monarchy. The Companies Act of 1984 governs the company registration and formation activities in Brunei. The authority responsible for company formation and registration in Brunei is The Registry of Companies and Business Names (ROCBN), Ministry of Finance.

Benefits of Company Formation in Brunei

• Stable economic state;
• Complete foreign ownership and control;
• Double taxation agreement with 15 countries;
• No minimum share capital requirement;
• Minimum of two shareholders.

Business in Brunei: Taxation

• Corporate tax rate: 18.5%-22%
• No capital gains Tax
• No Value Added Tax (VAT)
• Double taxation agreements with 15 countries

Business in Brunei: Types of Companies

1. Brunei International Limited Partnership (Brunei ILP)
2. Brunei Limited Liability Company (SDN BHD)
3. The Brunei Free Zone Company
4. The Brunei Public Limited Company
5. The Brunei Sole Proprietorship
6. The Brunei branch or representative office

• The simplest form of business is the Sole Proprietorship, this form of company is not subject to corporate tax. Registration of sole proprietorship in Brunei is confirmed with a certificate of incorporation issued to the owner in the name of the company;
• The partnership is a form of business, not more than 20 partners in this form of business. In relation to the given form of business in Brunei, corporate tax is also not provided. For the establishment of partnership by non-residents of the jurisdiction, permits or licenses are required from the following establishments namely the Department of Immigration, Economic Planning and Development and the Ministry of Labour.
• Possibility to decide what type of liability (limited and unlimited) on shares and guarantees are provided for a private company. The company can have from 2 to 50 shareholders and they don’t have to be residents (natural born citizens) of the Sultanate. Public sale and transfer of shares to third parties are prohibited. The shares of the parent company in the subsidiary is allowed. For a private company, there is no minimum authorized capital requirement. Company’s profits are taxed at 30%.
• Similarly to the above form a public company can also have limited and unlimited liability. It is allowed to sell its shares publicly. The company should have from 7 shareholders, residency of whom does not matter. The shares of the parent company can be in possession of a subsidiary. At least half of the directors of the company should be citizens or residents of the jurisdictions. The minimum share capital is not required. Auditors of the company (their appointment is required) should reside in Brunei and submit annual reports to the appropriate authorities.
• As mentioned above, it is possible to register the branch of a foreign company. At least one of the branch directors must be a resident of Brunei and have the authority to represent the interests of the branch in the territory.

All certified and translated documents, if necessary into the English language are to be submitted to the Registrar of Companies.

Bookkeeping in Brunei

• Annual return requirements - YES.
• Annual financial filing requirements - YES.
• Statutory Audit requirements - NO.

Companies are required to submit financial statements annually.

In a case, where the company have licenses like that of insurance or banking, it is not obliged to submit auditing and accounting reports.

Company Formation Requirements

• Certificate of incorporation;
• Articles and Memorandum of Association;
• Compliance declaration;
• Minimum number of two shareholders;
• Minimum number of two directors;
• Director’s certificate;
• Notarized passport copies of shareholders (or another source of identification)
• A legal registered agent;
• Legal registered office address.

How to Register a Company in Brunei: The Registration Process

Step 1. Law and Trust works with the client to get the company’s name and activity approval from the ROCBN;

Step 2. Law and Trust works with the client to secure the Memorandum of Association (MOA);

Step 3. Law and Trust collects, prepares and files the necessary incorporation documents on behalf of the client to the relevant authorities for approval;

Step 4. Law and Trust works with the client to open a corporate bank account in Brunei;

Step 5. Law and Trust deliver the certificate of incorporation personally to the client or via courier service.

Brunei Company Formation FAQs

How long does it take to complete the company formation process in Brunei?

It takes from twelve weeks to complete the company registration process in Brunei.

How much does it cost to register a company in Brunei?

The cost of registering a company in Brunei is US$22500, the total cost includes the preparation of legal documents, company registration, payment of all taxes and fees at the time of registration and legal address for the company (a year).

Does a Brunei company have to file accounts or financial tax return statements?

Yes, It is mandated to file accounts and financial tax return annually, but it is not necessary for audit requirement.

Does a Brunei company need a legally registered office and registered agent?

A company registered in the Sultanate of Brunei must have a legally registered office and agent.

Why Incorporate with Law&Trust International?

Benefits of company registration, formation, and incorporation services with Law&Trust International in Brunei includes:

Full range of related services: Provision of a full range of legal, corporate, government, and business intelligence related services in Brunei. A detailed overview of our services includes full legal support of the company registration procedure, obtaining a legal address, interaction with the official government authorities of the jurisdiction, state fees, legal address of the company for a year, production and registration of company stamps and advising the client as part of the registration process. Opening a bank account and the cost of these services are discussed during the consultation.

Professionals and expertise of Law: Worldwide registration and legal maintenance of companies, accounting services, and audit, tax planning and optimization, trademark and patent registration. Law and Trust provide clients with the best company incorporation services.

Domestic service: Law&Trust ensure our services cover every region in Brunei. Be rest assured that no matter where the new company intends to incorporate in Brunei, we’ve got the location covered.

Free initial advice: Free consultation from the lawyers of Law&Trust International regarding strategies or the provision of services for analyzing and developing a legal position on an issue the client raises in Brunei.

Confidentiality: Law&Trust makes use of modern technological features to keep the records and details of every client safe.

Efficiency and productivity: Strategically providing up to date personalized services to help your business succeed.

Ready for Company Incorporation?

If you are interested in registering and incorporating a company in Brunei, contact Law & Trust International by simply sending an email or call now to take your business to the next level!