Brunei private limited company (Sdn Bhd) registration

Forming a private limited company in Brunei is relatively straightforward and is done at the Registry via the One Common Portal. First register yourself on the site and obtain login credentials. Then validate the proposed company name and submit the required statutory documents online. Payment can be made online or over the counter, and the application carries a unique reference number. Your application is then reviewed and you are notified by email; the certificate of incorporation is generated and emailed once approved. You need not prepare the company's constitution or the statutory forms from scratch — standard templates are downloadable from the portal when you log in.

It depends on the nature of your business activity. Financial services, for example, require licensing from the Brunei Darussalam Central Bank (BDCB). Other activities may need approval from the relevant government agency.

You cannot use a name that is already in use or in the process of being registered. Search the register of companies for your proposed name — if there is no match, it is likely available for you to reserve.

Yes. The following words are restricted within a company name: Brunei, Mosque, God, Royal, Pusat, Kg, di-raja/Diraja, Teramat Mulia, National, Club, Society, Co-operative, Savings, Trust, Trustee.

No. You do not have to be present at the ROCBN. The whole process can be done online, and you can pay by credit card.

There must be at least two shareholders, each subscribing a minimum of one share. A shareholder can be of any nationality and need not be resident in Brunei, and can be an individual or a corporation. A Brunei Sdn Bhd can be 100% owned by foreign nationals and corporations.

Your company must always have at least two directors on the board. They must be over 18 and not undischarged bankrupts. At least one of the two — or, where more than two are appointed, at least two of them — must be individuals who are 'ordinarily resident' in Brunei Darussalam. For example: with 2 on the board, 1 must be a Brunei resident; with 5 on the board, at least 2 must be Brunei residents.

Yes. An application is submitted to the Ministry of Finance and Economy using the Application for 'ordinarily resident' status for the purposes of section 138(2) of the Companies Act (Chapter 39). Note that the MOFE weighs a number of factors when considering an application.

Yes. The director and shareholder can be the same person.

She can own shares without difficulty, and can also be appointed a director — subject to the company still meeting the resident director composition on the board.

There is a minimum paid-up capital of B$2.00 and a minimum authorised capital of B$25,000. The most common capital structure is 2 ordinary shares of B$1.00 each.

You are required to submit: the Memorandum & Articles of Association, which includes information on paid-up and share capital; the List of Directors Form (Form X); the Consent to Act as Director Form; a signed copy of the directors' NRIC, or passport copy for foreign directors; and the Certificate of Ordinarily Resident, required where a director is not ordinarily resident.

A minimum of two weeks — considerably faster than the six-month minimum for registering a foreign branch.

A one-off flat fee of B$300 is payable, online or in cash over the ROCBN counter, with the application carrying a unique 'RN' reference number.

You will receive a notification with attachments by email.

You will receive a Certificate of Incorporation and an online receipt. This confirms the company legally exists and shows the company number and date of formation.

Yes. You can use the company officially and start trading once you have received the Certificate of Incorporation.

Yes, and it must be a physical address in Brunei. From the date of incorporation a company must have a registered office to which all communications and notices from the ROCBN and other agencies may be addressed. A PO Box is not permitted. You will be asked for an address when you register online, and that is captured as the registered office.

No — it is not mandatory for a Sdn Bhd, though you may appoint one for good corporate governance.

There are local and international banks operating in the country, and standard products such as current accounts, fixed deposits and e-banking are available — some banks also offer multi-currency accounts and payroll services. You will be required to visit the bank in person for the account application. Approval remains subject to the bank's own compliance checks and discretion.

Shareholders may be foreign nationals and 100% foreign ownership is allowed. However, at least one of the minimum two directors must be ordinarily resident in Brunei.

The headline rate is 18.5%. For the first three consecutive years of assessment a newly incorporated company pays nothing on the first B$100,000 of assessable income, 18.5% on half of the next B$150,000, and 18.5% on the balance. Companies with turnover under B$1 million are exempt, while oil and gas exploration and production is taxed at 55%. Pioneer-industry incentives run from five to twenty years. There is no personal income tax and no VAT.