How to register a foreign branch in Brunei
Brunei Darussalam strives to become a business-friendly centre in the region for companies to embark on their business growth. It also provides a platform for foreign companies to expand their operations in, from and through Brunei outward to other countries, particularly in the South-east Asian region.
The FAQ within this page will consider the usual questions in relation to the foreign branch registration process, documents you may need to provide, its advantages, restrictions and other requirements that you need to consider when setting up your branch in Brunei.
In brief, a Brunei foreign branch is a registered legal entity and it is treated as an extension of its parent company. Foreign branch can carry on any type of business activity that falls within the scope of its parent company. It may repatriate its profits and capital to its parent company with little or no restrictions. Foreign branch will only be taxed for the earnings derived from its operations in Brunei. The main advantage is that it lets the foreign branch to contract under its own name and leverage on its brand name and existing reputation.
Certain restrictions or disadvantages may hinder the use of a foreign branch due to the notion that it is not a separate legal entity from its parent company. Thus, the parent company is held liable for any obligations or debts incurred by its foreign branch due to the lack of limited liability. Foreign branch cannot freely carry on activities which its parent company is not allowed to.
All the best, from your Konsultan
About general incorporation matters
Hi HMR Konsultan, how do I incorporate a private limited company in Brunei Darussalam? Can you tell me the procedure, please?
Forming a private limited company in Brunei is relatively easy and it can be done at the Registry via online www.roc.gov.bn. The first step is to register yourself within the webpage and obtain the usual login credentials. Secondly, the proposed company name should be validated, and necessary statutory documents are required to be submitted online. Payment is then required either online or pay over the counter with record of the application having a unique reference number. Upon successful payment, your application will then be reviewed and notified by email. Your company’s certificate of incorporation will be generated and emailed to you once your application is approved.
By the way, you need not worry about the company’s constitution and all the other statutory forms. Standard templates are downloadable from the website for use when you log in and make your application.
What kind of business activities can I do with Brunei Sendirian Berhad company?
You may carry out any business activities that is lawful in Brunei either in, from or through the country such as general trading, technology and creative industry, business & financial services, tourism and downstream oil and gas. Certain activities, of course, will require licensing from the relevant ministries such as in the financial services sector. Click here to find out more.
Is there any special approvals\licence\permits required to run a business?
It all depends on the nature of your business activity. For example, financial services will require licensing from the Autoriti Monetari Brunei Darussalam (“AMBD”). Click here to find out any special approvals and requirements needed from a relevant Government agency.
How do I determine if the name I want to use is available?
You cannot use a company name that is already in use or in process of being registered. To find out, click here to search for registered companies. If there’s no match found, it is likely that your proposed name is available for you to reserve.
Are there any restriction words can’t be used for a company name?
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.
I’m from Brunei. Do I need to visit the ROC to incorporate my company?
You don’t have to be present at the ROC to do this. You can do it online and even pay it using your credit card. That easy!
Can you tell me what is the minimum number of shareholders required to form a company? My business partner who is forming the company with me is of a foreign national. Is this an issue?
There must be at least two shareholders subscribing a minimum of 1 share each in the company. A shareholder can be of any nationality and need not be a resident of Brunei. A shareholder can be an individual or a corporation. In other words, a Brunei Sdn Bhd company can be 100% owned by foreign nationals and corporations.
How many directors can be appointed in the company? Are there any restrictions to act as director?
Your company must always have at least two directors to sit on the board. Essentially, they must be above 18 years old and not declared bankrupt. At least one of the two directors or, where there are more than two directors appointed, at least 2 of them shall be individuals who are ‘ordinarily resident’ in Brunei Darussalam.
For example –
- 2 sits on the board: 1 must be a Brunei resident; or
- 5 sits on the board: at least 2 must be Brunei residents.
Can my business partner apply for ‘ordinarily resident’ status in Brunei? And how does she apply for it?
Yes, she can. She is required to submit application to the MOFE using the Application for ‘ordinarily resident’ status for purposes of section 138(2) of the Companies Act (Chapter 39). Take note that there are certain factors that the MOFE will consider when accepting her application. Download guidelines here and application forms.
Is it possible for an individual to be appointed as both, director and shareholder?
Yes, director and shareholder can be the same person.
As you know, my business partner is a foreign national, can she own shares in our company and be appointed as director as well?
She can own shares in your company, not a problem. She can also be appointed as director, subject that your company needs to fulfil the resident director’s composition in the board. See A.8 above for our answer.
What is the minimum of the paid-up and authorised capital for company?
There’s a minimum paid-up capital of B$2.00 and minimum authorised capital is B$25,000. Most common capital structure is 2 ordinary shares of B$1.00 each.
Can I incorporate my company online?
Yes, you can incorporate your company online at www.roc.gov.bn. It also provides guidance on how to incorporate your company online.
What are the documents I need to submit to the Registrar of Companies?
You are required to submit the following documents –
- Memorandum & Articles of Association which includes information on paid-up and share capital;
- List of Directors Form (Form X);
- Consent to Act as Director Form;
- Signed copy of directors’ NRIC or passport copy (for foreign directors);
Where can I find the required documents such as List of Directors, Consent to Act as Directors, etc.?
The forms are downloadable from the MOFE’s website here.
How much do I need to pay to the ROC?
A one-off flat fee of B$300 is payable. Payment can be made via online or cash over the ROCBN counter with record of the application having the unique reference “RN” number.
How long will it take to get my company incorporated?
It takes approximately 2 business days.
How do I find out if my company incorporation application is approved?
You will receive a notification with attachments via email.
What sort of documents will I receive from the ROC if my company was incorporated successfully?
You will receive a Certificate of Incorporation and online receipt. This confirms that your company legally exists and display the company number and date of formation.
Can I straight away do business once my company is formed?
Yes, you can use your company officially and start doing business after receiving your Certificate of Incorporation.
Do I need a registered office address in Brunei? If so, what should I use as my registered office address?
Yes, you will need one and that physical address must be in Brunei. A company must, from the date of its incorporation, have a registered office in Brunei to which all communications and notices from the ROC or other relevant agencies may be addressed. However, you are not allowed to use PO Box as your registered office address. When you register your company online you will be required to input an address anyway, in which this will be captured as your company’s registered office address.
I know in some countries require a company secretary to be appointed, is it the case in Brunei?
No, it is not mandatory for a Sdn Bhd company unless if you want to.
Can I open a corporate bank account for the company? What if my business partner is not physically present in Brunei, can we still open a bank account?
Yes, you can. There are local and international banks operating in the country. You can visit their offices and enquire about their bank account facilities. You will be required to personally visit the bank for account application process. Standard banking products such as checking account, FD accounts and e-banking are available. They may even offer multi-currency accounts, payroll services and a whole range of banking facilities to cater for your business operation. Your banking application is of course, subject to meeting their compliance and the bank’s discretion for approval.
About accounting matters
Thank you so far for your answers. I have a few more questions I hope you could assist.
Sure, not a problem. We are here to help in any way we can.
Do I need to prepare accounts? And do I have to get the accounts audited as well?
Yes, accounts are compulsory to be prepared under the Brunei Darussalam Accounting Standards for non-public listed entities. The accounts are always to be kept at your company’s registered office, open for inspection by all directors and shareholders. The first accounts must be prepared and adopted in general meeting within 18 months from the date of incorporation and every subsequent accounts 12 months thereafter. Audit is compulsory under the law. However, companies may be exempted from audit if –
- it is dormant; or
- revenue in a financial year is less than B$1 Million; and
- all shareholders are individuals and they consist of not more than 20 of them.
If yes, when do I start to get ready for the audit? And where should I submit audited accounts?
It depends on your company’s financial year end. The most common FYE is every 31st December. So, audit is expected to be carried out within reasonable time after the closing of the accounts.
Why is this timing so critical? The company will need to table its financial statement at the annual general meeting within 9 months from the FYE. Thereafter, you will need to file the company’s annual return with the ROC within 28 days from the date of the AGM held.
Another important return that needs to be filed is the tax return. So, you will need to file the tax return together with the company’s financial statement with the Collector of Income Tax by 30th June every year.
Can my business partner who is based outside Brunei, look after our accounting operation from her office outside Brunei?
Yes, she can. However, please be advised that under the law your company’s books and records must be kept at its registered office in Brunei. Your company must keep sufficient records and they must be made available for inspection by the Collector of Income Tax when requested. References and definitions as to the records, books of accounts, business transactions and period of keeping these records, please click here for full information.
By the way, we provide accounting and bookkeeping services if you need assistance on your accounting matters.
About taxation matters
I have a few questions on taxation matters if you could help.
Sure, but we must give you a disclaimer here that we do not provide tax advice. Any tax information we share with you is based on the facts provided to us and on the basis of our best knowledge of the current tax requirements.
Who is the Tax Authority in Brunei?
The Revenue Division within the MOFE is the official agency responsible for formulating tax policies, administration and collection of income tax in Brunei Darussalam. The Permanent Secretary of the MOFE is appointed as the Collector of Income Tax.
Is there an online system for taxpayers and tax professionals?
Yes, you can register it online via STARS website.
Do I need to register the company myself with the Tax Authority?
No, your company will be automatically registered with the Revenue Division once it is incorporated at the ROC.
How do I manage my company’s tax matters? Do I need to go to the office of the Tax Authority?
Your company is already registered with the Revenue Division. You will receive a letter to prompt for registration on STARS. The login credentials are useful for you and the rest of the directors to file for tax return, make payment for tax liabilities, view statement of accounts and submit request for tax refunds.
It may sound a bit complicated to handle the tax returns. Is there any tax agent to assist me?
Yes, you can hire a tax agent firm and authorise them via STARS to help you do all the tax filings on your behalf.
We’d probably do some outgoing business activities in the future. Does Brunei have tax treaties with other countries?
Yes. Visit here to find out more on Brunei’s access to the Avoidance of Double Tax Agreements with other countries.
I read somewhere there is a corporate tax of 18.5%. Is this the maximum tax imposed on a Sdn Bhd company? Is it true that if my company’s annual turnover is less than B$1 Million, I don’t have to pay the tax?
Yes, you are right. The headline tax rate is 18.5% for Sdn Bhd companies and foreign branches registered in Brunei. But if you are into oil and gas exploration and production activities, your company will be taxed at 55%.
You are also correct on the tax exemption if your company’s gross sales or turnover during the basis period is less than B$1 Million.
Does Brunei carry out any other tax such as Value Added Tax (VAT) and withholding tax on dividends?
Brunei does not impose Sales Tax or Value Added Tax (VAT) to residents and non-residents. However, Brunei imposes Withholding Tax and the rate varies, depending on the nature of payment made to the non-resident.
Is there personal income tax in Brunei Darussalam?
Yes, but it is currently exempted for both resident and non-resident individuals in Brunei.
About corporate compliance matters
Perfect! Thank you so much for the valuable information on tax issues. Now, I have a few more questions on company matters I needed to ask you. I hope you can bear with me.
We are here to help, fire away! Oh, by the way before you begin with your next questions, we recommend that you engage a tax consultant in Brunei if you have more questions on the tax matter.
Okay, what about meeting of shareholders and directors? Do we need to hold any physical meeting in Brunei?
Depending on your company’s Articles of Association. You may do so if the articles allow you to hold your board or member’s meetings outside Brunei.
I don’t have a suitable address to use as registered office for my company right now. What do you suggest I do?
You can always subscribe to our registered office address provision if needed. This is a lot easier for you where all your company books and records are properly kept in one address i.e. at our office. Furthermore, we will take care of all notices received at the registered office and copy will be forwarded to you by email free of charge.
Do I need a common seal for my company?
No, it is optional for a company to have a common seal. If you’re planning in adopting one, you must use it in accordance with the law and the company’s Articles of Association.
What information of my company will be publicly available?
The ROC maintains a public register of all companies. Basic information such as company name and address are available via online search and it’s free. Other advance information like info of the shareholders or directors, register of charges, etc. are also searchable at the ROC for a fee.
Do I need to hire a secretary?
If you meant company secretary, the answer is no. Appointment of a company secretary is not mandatory under the law.
What about the company’s annual obligations that I need to be aware of?
You are required to file statutory returns, for example annual returns, notifications of change of address of registered office, directors and secretaries, etc. with the ROC within a stipulated time period. It is the responsibility of the company and its officers to ensure compliance with statutory obligations. You can read the full details here.
When must my company hold an AGM and file our annual return?
You are expected to hold your first AGM within 18 months from the incorporation date. Thereafter, the next AGM must be held once in every calendar year and must not be more than 15 months apart. Thereafter, your company must file its annual return within 28 days from the date of the AGM held. See A.48 below for answer.
What happens if my company cannot meet the deadline to hold AGM? Can I request to extend our AGM?
Yes, you can. You can make an application to the ROC for extension to hold an AGM within specific time and provide cogent reason to the Registrar.
What are the consequences if I failed to hold an AGM or file my annual return by the due date as stipulated in the Companies Act? Will my company be penalised?
Yes, your company will incur a penalty for late filing. The company directors may also be issued a summon for not complying with the provisions of the Act.
What is an annual return? Can you please recap for me? Thanks.
Glad that you ask. An Annual return is simply a statement that contains important data of your company such as names of shareholders, directors, secretaries, shares, the company’s registered office address and date of AGM held. The return must be filed annually to ensure compliance and keep your company’s information kept at the ROC up to date.
Who should file the annual return?
The director or company secretary (if appointed) can file the annual return with the ROC. Alternatively, you can engage the services of a registered agent like us to help you make the filing on behalf of your company.
Can I file the annual return online myself?
Yes, you can do it online and it is easy. If you encountered an issue or inquiries with regard to the ROC system, do contact them by email at email@example.com or Help Desk +673 2380505.
Do I need to pay a fee when filing my annual return?
Yes, B$50.00 fee payable to the ROC per filing.
Can I engage a professional firm or corporate service providers to file the company’s annual return on my behalf?
Yes, you can. You can engage us to assist with submission of your annual return. We will ensure your annual return is filed with the ROC on a timely basis.
Is it also possible to request for an extension to file my company’s annual return?
No, you are not allowed to extend for filing of your annual return. If you fail to file the return on time, your company will be penalised accordingly.
About employment and hiring matters
It’s getting there! Maybe you can share with me with certain human resource matters like labour, work visa requirements, if at all convenient?
Sure! Let us know what’s on your mind.
I plan to hire a staff for my company during the initial operation to help administer and account set ups. Do I need to notify the manpower agency of our first recruitment?
Not directly to the manpower agency. However, all private sector employers and employees are required to contribute to the State sanctioned employees’ provident funds known as Tabung Amanah Pekerja (“TAP”) and Supplemental Contributory Pension Scheme (“SCP”) for all local staffs. Employees contribute 5% for TAP and 3.5% for SCP of their wages and employers contribute another 5% for TAP and 3.5% for SCP respectively on a monthly basis. As all systems are connected, you will be automatically given the TAP employer’s number when your company is registered at the ROC.
If in need of hiring staff, you can always approach through JobCentre Brunei.
Is there a minimum wage legislation in Brunei?
No, there is no minimum wage legislation.
How do I go about if I were to employ an expat staff? What is the process and what are the requirements for expatriate employments?
Not too long ago the Government of Brunei Darussalam has revamped the procedure for permitting expatriates to be employed in the country known as “Foreign Workers Licence”. The process involves where the employers to first register with the JobCentre Brunei, advertise locally for such vacancies, receive clearance from the agency and obtain endorsement from TAP prior to submitting the application for the Licence.
Does my business partner need to have visa upon visit to Brunei?
Foreign visitors from a list of countries travelling to Brunei on a short-term business or professional visit may travel without an employment visa for a limited period. For more information on visa requirements to visit Brunei Darussalam, kindly refer to Visa Requirement for Foreigners or visit the Department of immigration and National Registration's website.
What if my business partner wants to reside and work in Brunei, does she need a work visa since she is a foreign national?
Yes, she does. Every expatriate who intends to work and reside in Brunei must have a valid Employment Visa authorised by the Department of Immigration and National Registration. Her spouse and children under 18 years of age are also required to obtain dependents’ passes if they want to join her in the country.
What is the maximum validity of this employment visa?
Two years, and it is renewable upon application.
About our services
Thank you so much for all your answers! I think I’m ready to proceed with our company set-up with you, HMR Konsultan!
Awesome! Let’s start with our list of services and then we can proceed with the paperwork necessary for your company formation.
What sort of services do you offer? Do you offer total corporation service to Brunei private limited companies?
We offer integrated corporate management services and can facilitate company formation for you. Our full suite of services includes corporate secretarial services, client accounting, serviced office facilities and trademark registration services. Visit our services page here to find out more about our services offered.
Yes, it’s all good now. What kind of information or documents do you need from me?
Feel free to contact any of our Konsultan or email us for such information.
I’m going ahead with your service to incorporate my company along with the other services you offer. What are the fees payable? And can I submit it online?
It would be a pleasure to help you incorporate your company and provide your company needs. Contact us for our fees.
About how to register a foreign branch
Hi, we would like to find out if we could register our company in Brunei. We are an overseas company and recently we have been awarded a contract to provide specialised services in your country. As part of the contract’s requirements, we will need to register our company in Brunei which we were told this is possible under the domestic company regulations. Can you tell us how to go about it, please? Thank you.
Hello, and thanks for getting in touch with us. You have an option either to incorporate a new company as a subsidiary or register your company as a foreign branch under the Companies Act (CAP. 39) with the Registrar of Companies (“ROC”).
Foreign branch may be the way to go for us as we need to leverage on our brand name and reputation. Can you tell us what are the minimum requirements for registration of foreign branch in Brunei?
Good call! Foreign branch in Brunei must satisfy the following statutory requirements before establishing a place of business or commencing carrying on business activities in Brunei –
- the foreign branch’s name must correspond to the name of the parent company in its home jurisdiction. You can add “(B)” onto the name to denote that it is a foreign branch registered in Brunei;
- the branch’s constitution/by-laws and activities are not separate from the parent company;
- 2 local authorised individuals; and
- a local registered office address.
Can we register our company online? And is there a guideline on how to register our company as a branch in Brunei?
Alternatively, you may engage a registered agent in Brunei to assist with the submission for registration on your behalf.
Ok, what are the documents required from us for the registration process?
The procedure for registration will generally involve certain documents to be furnished and filed with the ROC such as the following –
- consent letter from the parent company containing statements approving the use of the company name and consenting the company to be established as a foreign branch;
- letter of undertaking stating that the branch will not carry out unlawful activities in Brunei;
- certified copy of your parent company’s board minutes approving for the branch registration in Brunei;
- certified copy of the parent company’s certificate of incorporation;
- certified copy of its M&A/by-laws or similar documents;
- Memorandum of Appointment/Power of Attorney under seal stating the particulars of the 2 local individuals authorised to accept notices and service of process on the branch’s behalf;
- certified copy of registers of the parent company’s directors, members and officers;
- a form containing a list of authorised persons;
- notice of the situation of registered office address in Brunei.
You mentioned that the branch’s name must correspond with the name of the parent company and we can add (B) onto it. Can we use “(Brunei)” instead?
The word “(Brunei)” in a company name is normally reserved to the Brunei GLCs and the use of the word is subject to the written approval from the Brunei Government.
How much do we need to pay for registration?
One-off capital fee is payable on registration of your branch. The capital fee payable is dependent on the parent company’s share capital, starting with a minimum of B$150.00.
How long will it take for our branch registration to get approved by the Registrar?
Branch registration is generally processed within 3 working days of submission on ROCBN portal, payment of the capital fee and complete due diligence, unless your application requires a separate government agency for approval specific to your industry.
About post registration and ongoing compliance
What should we do after our branch is registered?
Once your branch is approved and is successfully registered you may commence business in Brunei. However, it may still be required to apply for licences before the branch can carry out certain business activities.
Can we open a bank account for our branch in Brunei? Or we can use the same bank accounts of our company?
You have an option to apply and open a bank account for your branch in Brunei or use the same corporate bank accounts of the parent company. However, please note that the branch must comply with the regulatory requirements such as filing of its own financial statements as well as the parent company’s financial statements with the ROC. We recommend that a separate bank account be organised for your Brunei foreign branch.
Do we need to prepare accounts for the foreign branch and is audit required?
Yes, accounts are compulsory to be prepared under the Brunei Darussalam Accounting Standards (“BDAS”) for non-public listed entities. The accounts are always to be kept at your branch’s registered office, open for inspection by all directors and shareholders. The first accounts must be prepared and adopted in parent company’s general meetings within 18 months from the date of registration and every subsequent accounts 12 months thereafter.
Audit is compulsory under the law and branch account must be audited by an approved auditor in Brunei.
Can we manage our accounting matters from our parent company’s office?
Yes, accountants from the parent company’s office can assist to prepare and finalise the accounts. However, please note that under the law your branch’s books and records must be kept at its registered office in Brunei. The branch must keep sufficient records and they must be made available for inspection by the Collector of Income Tax when requested. References and definitions as to the records, books of accounts, business transactions and period of keeping these records, please click here for full information.
By the way, we provide accounting and bookkeeping services if you need assistance in accounting matters.
Is there any tax obligation that follows the registration of a branch?
Yes, you may refer to ‘About taxation matters’ in the FAQ for Brunei private limited company.
Like Brunei private limited company, a foreign branch is required to file the tax return together with its audited accounts to the Collector of Income Tax by 30th June every year.
What is the tax rate for a foreign branch in Brunei? Is it the same as the companies incorporated in Brunei?
Yes, it is the same. You may refer to ‘About taxation matters’ in the FAQ for Brunei private limted company.
Is there any branch remittance tax?
No, branch remittance tax is not applicable.
Are the audited accounts required to be submitted to the ROC?
All foreign branches registered in Brunei must submit the following documents to the ROC annually within 2 months of holding its annual general meetings –
- certified copy of parent company’s audited accounts;
- date of the AGM held and proof by way of its minutes; and
- branch’s audited accounts.
Do we have to hold an AGM for our Brunei branch? If yes, when should we do it?
There is no requirement to hold an AGM for the branch. It is assumed that an AGM will be held at the place of its incorporation/origin to discuss and adopt the branch’s accounts. It is important to note the date of AGM as the filing of accounts as per Q.15 is dependent on the date of AGM held at the parent company’s level.
What about annual return? Do we need to prepare and file it with the ROC?
Foreign branch registered in Brunei is not required to file annual return with the ROC. However, if there’s any change to the details filed with the ROC during the initial registration, particulars of the change or alteration must be lodged with the ROC within one month from the change.
What about hiring of staff for our branch? Is this possible?
Yes, you can hire local staff for your branch’s operation and even you can contract expatriate staff to work. For more information about human resources matter, kindly refer to our FAQ on Brunei private limited company under the header “About employment and hiring matters”.
About how to close a foreign branch
After the contract is successfully carried out by us and we no longer wish to stay on in Brunei, how do we close our branch? What are the procedures, fees we need to pay and who do we need to notify?
Foreign branch can be closed by notifying to the ROC if the parent company is no longer carrying on business or has ceased to have a place of business in Brunei within 7 days of such cessation. Upon expiration of 12 months after filing the notice, the ROC will remove the name of the foreign branch from the register.
Where the parent company is undergoing dissolution or goes into liquidation in its home jurisdiction, the foreign branch’s local representative must file a notice of liquidation with the ROC within one month after the commencement of liquidation.
You should also be aware a formal letter to notify the closure of foreign branch is required to be submitted to the Brunei’s Tax Authority to close your foreign branch’s tax file.
About our services for a foreign branch
Can you provide registered office and accounting services for a newly registered foreign branch?
Yes, we can and that’s what we are specialised at. We provide full range of support services including company and foreign branch registration, corporate secretarial and compliance services, accounting and bookkeeping, registered office address and general consultancy services.
Please note that whilst considerable care has been taken to ensure the information contained within this page is accurate and up to date, no warranty is given as to the accuracy or completeness of any information and no liability is accepted for any errors or omissions in such information. The information given in this page is based on our present understanding of the current laws, guidelines and regulations and may therefore be subject to change without notice.
Information provided by © HMR Konsultan (UPDATED Apr2020)