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?
Up to 50 or fewer shareholders and restricted in share transfer
Has more than 50 shareholders and can offer shares and debentures to the public
A branch of Foreign company registered in another country
WHAT ARE THE REQUIRED DOCUMENTS?
√ 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
√ 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