What are options to close a company in Brunei Darussalam?
There are two ways to close a company in Brunei Darussalam which are Striking of Company and Winding up of a company (either Voluntary Winding Up, Winding Up by Creditors or Winding Up by Court). By applying the striking off, the company needs to meet the requirements stated in the guidelines issued on the striking off.
What is striking off of a company?
A company may apply to the Registry of Companies and Business Names (ROCBN) to strike its name off the Register pursuant to Section 287B of the Companies Act (Chapter 39) via Companies Act (Amendment) Order, 2018. ROCBN may approve the application if there is reasonable cause to believe that the company is not carrying on business, and that the company is able to satisfy the criteria for striking off.
Is there a minimum period of inactivity before striking off a company?
ROCBN does not specify any minimum period for a company to be inactive or dormant before applying for striking off. If the company has ceased business activities or has been dormant or inactive for any period, it may consider having its name removed from the register.
If a company has been struck off, how long must it keep its statutory records?
The company shall retain the records pursuant to Section 121 (1A) of the Companies Act, Chapter 39 for a period of not less than 7 years from the end of financial year in which the transaction or operations to which those records relate, are completed.
Striking off process takes about 6 months to complete. What notifications will be given during that time?
Once the application to strike off is received or it is approved, the first notice to strike off will be sent via letter to the company. If there are no objections received, the Registry will issue a notice to gazette the striking off of the company, after one month from the first notice is issued.
Who can apply to strike off a company?
The following person(s) can apply for striking off a company:
(1) Company Directors;
(2) Company Secretary; and
(3) Appointed Corporate Service Providers.
Can a newly incorporated company apply for striking off?
A newly incorporated company that is dormant can apply for striking off as provided in the guidelines.
If I have the intention to strike off my company, do I need to file Annual Returns?
It is advisable for the company to file all the outstanding Annual Returns before submitting an application for striking off to prevent possible enforcement action taken for non-compliance. This is in the event that the striking off application is not successful, the company’s status will revert to live and the company have to comply will all the statutory obligations under the Companies Act (Chapter 39), including filing the Annual Returns.
When can the Registrar strike a company off from the Register?
If a company is neither carrying on business nor operation, the registrar may take action to strike a company off the register.
The registrar may take this action if he has reasonable cause to believe that a company is not carrying on business or in operation. Before striking a company off the register, the registrar is required to post to company’s registered office to inquire whether it is still carrying on business or in operation. If the Registrar is satisfied that it is not, the Registrar will publish a notice in the relevant Gazette stating the Registrar’s intention to strike the company off the register unless the Registrar is shown reason not to do so. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.
How can you avoid your company being struck off?
If you need your company to remain on the register, the company must ensure to comply to the statutory obligations set out in the Companies Act such as filing of Annual Returns within 28 days after its Annual General Meeting (AGM) held. Failure to hold an Annual General Meeting may also result in default of an offence and liable on conviction to a fine exceeding $5,000 and a default fine. Please refer to “Guide to Compliance” brochure for more information about compliance.
When a company is restored to the register with a different company name
The registrar will normally restore a company with the name it had before it was struck off and dissolved. If at the date of restoration the company’s former name is the same as another name on the registrar’s index of company names, he cannot restore the company with its former name. You can check company names online to see if a company’s name is the same as another on the register at www.roc.gov.bn.