Time Zone: GMT +8 hours Geography: Situated on the north-western coast of Borneo, with a total area of 5,765 sq. km, borders the Malaysian state of Sarawak and the South China Sea ​Capital City and Business Centre: Bandar Seri Begawan ​Accessibility: Most South-east Asian key regional cities, as well as Hong Kong, Shanghai, Dubai and London Language: Malay language (official). English is widely spoken and the language of business Government: Constitutional sultanate (Malay Islamic Monarchy as guiding principle) ​Legal System: Based on English common law with a parallel Shariah law ​Exchange Control: No Currency: Brunei Dollar (B$) at par with Singapore SGD Economic Activities: Dominated by oil and gas industry, SMEs are well flourishing, ICT and tourism sectors are developing Tax Treaties: ADTAs with the UK, Indonesia, China, Singapore, Vietnam, Bahrain, Oman, Japan, Pakistan, Malaysia, Laos, HK SAR, Kuwait, Qatar, UAE, South Korea, Luxembourg and Cambodia ​Banking: Good with the presence of regional and local banks TIEAs: with Australia, Canada, India and the Nordic Countries ​AEOIs: Yes Other Service Providers: Small but mature with presence of long established legal and accounting firms ​Important Features of Sendirian Berhad Company (Private Limited Company) ​Legislation: Companies Act (CAP. 39) The Authority: Registrar of Companies (ROC) within the Ministry of Finance and Economy (MOFE) ​Types of Company: Limited by shares. All private companies name must end with the words “Sendirian Berhad” or its abbreviation “Sdn Bhd” to denote its limited by shares company Restriction on Activities: May carry out any business that is lawful in Brunei either in, from or through the country. Financial services and activities require licensing from the Autoriti Monetari Brunei Darussalam (AMBD) Corporate Tax: Headline tax of 18.5% for companies incorporated or registered as foreign branch under the Companies Act (CAP. 39). Corporate tax exemption is available for the first 3 consecutive years of assessment for newly incorporated companies as follows – - first B$100,000 of assessable income is exempted from tax; - 50% of the next B$150,000 of assessable income is chargeable at 18.5%; and - the full amount of the remaining assessable income is chargeable at 18.5% Tax of 55% for companies engaged in the exploration and production of oil and gas Exemption from corporate tax if gross sales/turnover during the basis period is less than B$1 Million Certain specific industry tax incentives are available Withholding Tax: Yes Personal Income Tax: No Value Added Tax: No Sources of Tax Law: Income Tax Act (CAP. 35), Income Tax Act – Petroleum (CAP. 119) Capital Requirement: Minimum paid-up capital of B$2.00 and minimum authorised capital is B$25,000.00 Currency of Capital: Brunei Dollar (B$) Registered Office: Required Shareholders: Minimum of 2 shareholders, they can either be individual or corporation. No residency requirement and 100% foreign owned is allowed Directors: Minimum of 2 directors, at least one must be ordinarily resident in Brunei. If more than 2 directors, at least 2 of them must be ordinarily resident Company Secretary: Not mandatory Registered Office: Local registered office and physical addresses are required (no PO box). Statutory books of the company must be maintained at the registered office Annual Fees Payable: Only pays the capital registration fee on incorporation. No annual recurring government fee Public Records: Limited, by way of an extract via company search at the ROC BN portal Register to Maintain at its Registered Office: ​ - Register of Directors (Form X) - Register of Members - Register of Secretaries - Register of Director's Shareholding - Register of Controllers - Register of Nominee Directors Company Accounts: 1st accounts must be prepared and adopted within 18 months from the date of incorporation and every subsequent 12 months thereafter. Accounts must be kept at the registered office Audited Accounts: Not mandatory if all shareholders individuals, the shareholders consist of less than 20 and if the revenue in a financial year is less than B$1 Million (for financial year which is less than 12 months, the revenue shall be proportionately adjusted) Incorporation Time: Minimum 6-8 months Company Meetings: Every company is required to hold an Annual General Meeting (“AGM”) of the shareholders to adopt the accounts. The first AGM must be held within 18 months from the date of incorporation and thereafter, an AGM must be held once in every calendar year and not more than 15 months from the date of the last AGM. In addition, the accounts tabled at the AGM must not be more than 6 months from the date of financial period Common Seal: Not required Annual Return: Yes Tax Return: Yes Online Incorporation: Available, via One Common Portal (OCP) ocp.mofe.gov.bn