Forming a private limited company in Brunei is relatively easy and it can be done at the Registry via Online Common Portal. 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.

It all depends on the nature of your business activity. For example, financial services will require licensing from the Brunei Darussalam Central Bank ("BDCB"). Click here to find out any special approvals and requirements needed from a relevant Government agency.

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.

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.

You don’t have to be present at the ROCBN to do this. You can do it online and even pay it using your credit card. That easy!

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.

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.

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.

Yes, director and shareholder can be the same person.

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 our previous answer.

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.

Yes, you can incorporate your company online at OCP. It also provides guidance on how to incorporate your company online.

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); and the Certificate of Ordinarily Resident required if the director is not ordinarily resident.

The forms are downloadable from the MOFE’s website here.

It takes minimum 6 to 8 months.

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.

You will receive a notification with attachments via email.

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.

Yes, you can use your company officially and start doing business after receiving your Certificate of Incorporation.

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 ROCBN 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.

No, it is not mandatory for a Sdn Bhd company unless if you want to for good corporate governance reason.

Yes, maybe 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.

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 (“ROCBN”).

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.

Yes, registration can be done online via One Common Portal ("OCP"). There’s also help guide for you to refer here. Alternatively, you may engage a corporate service provider in Brunei to assist with the submission for registration on your behalf.

The procedure for registration will generally involve certain documents to be furnished and filed with the ROCBN 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.

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.

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.

Branch registration is generally processed minimum 6 months upon 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.

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.

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 ROCBN. We recommend that a separate bank account be organised for your Brunei foreign branch.

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.

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.

Yes, you may refer to "About taxation matters" section within this FAQ page. 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.

Yes, it is the same. You may refer to "About taxation matters" section within this FAQ page.

No, branch remittance tax is not applicable.

All foreign branches registered in Brunei must submit the following documents to the ROCBN annually within 2 months of holding its annual general meetings – certified copy of parent company’s accounts; date of the AGM held and proof by way of its minutes; and branch’s audited accounts.

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 that the filing of accounts is dependent on the date of AGM held at the parent company’s level.

Foreign branch registered in Brunei is not required to file annual return with the ROCBN. However, if there’s any change to the details filed with the ROCBN during the initial registration, particulars of the change or alteration must be lodged with the ROCBN within one month from the change.

Yes, you can hire local staff for your branch’s operation and even you can contract expatriate staff to work. For basic information about human resources matter, kindly refer within our FAQ page under the header “About employment and hiring matters”.

Sure, not a problem. We are here to help in any way we can.

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.

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.

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.

Foreign branch can be closed by notifying to the ROCBN 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 ROCBN 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 ROCBN 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.

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.

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.

Yes, you can register it online via Online Common Portal.

No, your company will be automatically registered with the Revenue Division once it is incorporated at the ROCBN.

Your company is already registered with the Revenue Division. You will receive a letter to prompt for registration on OCP. 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.

Yes, you can hire a tax agent firm and authorise them via OCP to help you do all the tax filings on your behalf.

Yes. Visit here to find out more on Brunei’s access to the Avoidance of Double Tax Agreements with other countries.

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.

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.

Yes, but it is currently exempted for both resident and non-resident individuals in Brunei.

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 matters.

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.

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.

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.

The ROCBN 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 ROCBN for a fee.

If you meant company secretary, the answer is no. Appointment of a company secretary is not mandatory under the law.

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 ROCBN 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.

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.

Yes, you can. You can make an application to the ROCBN for extension to hold an AGM within specific time and provide cogent reason to the Registrar.

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.

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 ROCBN up to date.

The director or company secretary (if appointed) can file the annual return with the ROCBN. Alternatively, you can engage the services of a registered agent like us to help you make the filing on behalf of your company.

Yes, you can do it online and it is easy. If you encountered an issue or inquiries with regard to the ROCBN system, do contact them by email at info.rocbn@mofe.gov.bn or check on Help Desk contact numbers in their website.

Yes, B$50.00 fee payable to the ROCBN per filing.

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 ROCBN on a timely basis.

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 by the ROCBN accordingly.

Yes, we can and that’s what we are specialised at. We provide full range of support services including company and foreign branch registrations, corporate secretarial and compliance services, accounting and bookkeeping, registered office address and general consultancy services.

Sure! Let us know what’s on your mind.

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 ROCBN. If in need of hiring staff, you can always approach through JobCentre Brunei.

No, there is no minimum wage legislation.

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. You can click here to understand more on the process for Foreign Workers Licence and its required documents. For more information, visit the Department of Labour, Ministry of Home Affairs’ website.

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.

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.

In general, two years, and it is renewable upon application.

Awesome! Let’s start with our list of services and then we can proceed with the paperwork necessary for your company formation.

We offer integrated corporate management services and can facilitate company formation as well as foreign branch registration services from our Brunei office.

There's an application form for you to complete and a checklist of documents/information we will need from you. Feel free to contact any of our Konsultan or email us for such information.

It would be a pleasure to help you incorporate your company and provide your company needs. Contact us for our fees.