NOTICE FOR BRUNEI SDN BHD / FOREIGN COMPANIES
Date: 12th May 2021
REQUIREMENTS TO MAINTAIN NEW COMPANY REGISTERS
Ministry of Finance and Economy has announced the introduction of the Companies Act (Amendment) Order, 2020 and the Companies (Register of Controllers and Nominee Directors) Rules, 2020 with effect from 31st October 2020. Most notably, the amendment includes requirements to obtain information about the legal ownership and the control structure of Sdn Bhd and foreign companies, and to maintain register of nominee directors. The requirements are in line with Recommendation 24 of the Financial Action Task Force (“FATF”) which outlines measures to combat money laundering and terrorism financing.
Register of Controllers
It is now mandatory for Sdn Bhd and foreign companies to maintain a Register of Controllers containing the particulars of the registrable controllers at the registered office address. The definition of controller is defined as an individual that has significant control or significant interest over the company. The Seventeenth Schedule of the Companies Act (“CAP 39”) provides for the definitions of significant control and significant interest. This, however, will not apply to a Sdn Bhd or a foreign company if it falls under the Fifteenth and Sixteenth Schedule of the CAP 39.
Register of Nominee Directors
Nominee directors are now required to inform their companies of their status as the company’s nominee directors and provide particulars of their nominators to be entered into the Register of Nominee Directors. The Register of Nominee Directors is kept at the company’s registered office address and is not to be disclosed or be made available for public inspection.
Register of Members for Foreign Companies
A foreign company is now required to keep a register of its members at its registered office or some other place in Brunei Darussalam. Thereafter, the foreign company must lodge a notice with the Registrar of Companies specifying the address at which the Register of Members is kept.
We can assist your Sdn Bhd or foreign company to comply with this regulation. Contact us if you need our assistance in this matter.
Actions Now Required: Immediate