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Labuan FSA licensed trust company — LT0072

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Brunei Darussalam

Registering a foreign branch in Brunei

An overseas company can register a branch in Brunei, but it requires two local authorised individuals, a local registered office, and a minimum of six months to process.

A foreign branch lets an existing overseas company operate in Brunei without incorporating a separate subsidiary. The trade-off is time: where a Sdn Bhd can be incorporated in two weeks, a branch registration takes a minimum of six months.

A Brunei foreign branch is a registered legal entity treated as an extension of its parent company. It can carry on any business activity that falls within the scope of its parent, and may repatriate profits and capital to the parent with little or no restriction. It is taxed only on earnings derived from its operations in Brunei. The main advantage is that it contracts under its own name and leverages the parent's existing brand and reputation.

The corresponding disadvantage is that a branch is not a separate legal entity from its parent, so the parent is liable for any obligations or debts the branch incurs — there is no limited liability between them. A branch also cannot carry on activities its parent is not permitted to.

For most clients the Sdn Bhd is the faster and simpler route. We will tell you plainly which fits your situation — the branch is genuinely better in some cases, particularly where the parent must contract directly.

Foreign branch requirements

Governing lawCompanies Act (Cap. 39)
Minimum capital feeFrom B$150.00, depending on the parent company's share capital
Local representativesTwo local authorised individuals required
Registered officeA local registered office address is required
Processing timeMinimum 6 months

How we help

  • Assessing whether a branch or a Sdn Bhd is the right structure
  • Preparing and lodging the branch registration
  • Providing the local registered office address
  • Advising on the local authorised representative requirement
  • Ongoing accounting and administration from our Brunei office

Frequently asked questions

We are an overseas company awarded a contract in Brunei and need to register. How do we go about it?

You have two options: incorporate a new company as a subsidiary, or register your existing company as a foreign branch under the Companies Act (Cap. 39) with the Registrar of Companies (ROCBN).

What are the minimum requirements for registering a foreign branch in Brunei?

A foreign branch must satisfy the following before establishing a place of business or commencing activities in Brunei: the branch's name must correspond to the name of the parent company in its home jurisdiction (you may add “(B)” to denote a Brunei-registered branch); the branch's constitution, by-laws and activities are not separate from the parent company; two local authorised individuals; and a local registered office address.

Can we register the branch online?

Yes, registration can be done online via the One Common Portal (OCP), and a help guide is available. Alternatively you may engage a corporate service provider in Brunei to make the submission on your behalf.

What documents are required for the registration process?

The following are generally furnished and filed with the ROCBN: a consent letter from the parent company approving the use of the company name and consenting to the branch being established; a letter of undertaking that the branch will not carry out unlawful activities in Brunei; a certified copy of the parent's board minutes approving the branch registration; a certified copy of the parent's certificate of incorporation; a certified copy of its M&A, by-laws or similar documents; a Memorandum of Appointment or Power of Attorney under seal stating the particulars of the two local individuals authorised to accept notices and service of process on the branch's behalf; certified copies of the registers of the parent's directors, members and officers; a form listing the authorised persons; and notice of the situation of the registered office address in Brunei.

Can we use “(Brunei)” in the branch name instead of “(B)”?

The word “(Brunei)” in a company name is normally reserved for Brunei GLCs, and its use is subject to written approval from the Brunei Government.

How much do we need to pay for registration?

A one-off capital fee is payable on registration of the branch. The amount depends on the parent company's share capital and starts from a minimum of B$150.00.

How long will branch registration take?

Branch registration generally takes a minimum of six months from submission on the ROCBN portal, payment of the capital fee and completion of due diligence — longer if your application requires approval from a separate government agency specific to your industry.

Branch or subsidiary — which should we choose?

For most clients the Sdn Bhd is faster (two weeks against six months) and simpler to administer. A branch makes sense where the overseas parent needs to contract directly in its own name, or to leverage an established brand. We will give you a straight recommendation for your circumstances.

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We are the licensed trust company, so the advice and the filing come from the same place.

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Last reviewed 4 August 2026

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