Business and Investment Incentives
 
Pioneer Industries
Pioneer Service Companies
Post-pioneer Companies
Expansion of Established Enterprises
Expanding Services Companies
Production for Export
Service for Export
International Trade Incentives
Foreign Loan for Product Equipment
Investment Allowances
Warehousing and Service Incentives
Investment in New Technology Companies
Overseas Investment and Venture Capital Incentives
Business Guide
 
Types of Businesses
Setting up a Company
Setting up a Branch
Registering a Trademark
Miscellaneous License (Rampaian)
Taxation
Employment and Immigration
SME Resources
 
 
 
PRIVATE COMPANY (SENDIRIAN BERHAD OR SDN. BHD.)
 
Companies that are incorporated in Brunei Darussalam are governed by the Companies Act (Cap 39). Under the Act, four types of companies may be incorporated:
• Companies limited by shares
• Companies limited by guarantee
• Companies limited both by shares and guarantee
• Unlimited companies.
 
The companies so incorporated may be either private or public companies. A private company must, by its constitution (Articles of Association), restrict the right of members to transfer shares, limit its membership to fifty and prohibit any invitation to the public to subscribe for shares or debentures.
• A public company is one which may issue freely transferable shares to the public and is not bound by any of the above restrictions relating to a private company.
• At least half the directors in a company must be Brunei citizens or Brunei Permanent Residents.
• Public companies must have at least seven shareholders. Private companies must have at least two shareholders. Shareholders need not be Brunei Darussalam citizens or residents, and a subsidiary company may hold shares in its parent company.
• All companies must appoint auditors to audit their accounts and report to the shareholders. The companies must also file annual returns with the Registrar of Companies and submit annual tax returns to the Collector of Income Tax ( CIT ) at the Ministry of Finance.
 
Summary:
• May be limited by shares, guarantee or both or unlimited
• Must have at least two and not more than fifty shareholders
• Shareholders need not be Brunei citizens or residents
• Restrict the right of members to transfer shares and prohibit any invitations to the public to subscribe for shares and debentures
• A subsidiary company may hold shares in its parent companies
• Memorandum and Articles of Association must be filled with the Registrar of Companies and Business Names with other incorporation documents in the prescribed form
• Upon approval, a Certificate of corporation will be issued and a fee of B$25.00 is imposed
• The registration fees are based on a graduated scale on the authorised share capital of the company
• No minimum share capital is required
• Private companies are required to do the following:
 
a. Appoint auditors who are registered in Brunei Darussalam
b. Prepare profit and loss account and balance sheet, accompanied by the Director's Report annually
c. Submit accounting data annually to the Economic Planning Unit, Ministry of Finance
d. File annual returns, containing information on directors and shareholders
e. Keep the following records:
 
i. Minute Book of Members' Meetings
ii. Minute Book of Directors' Meetings
iii. Minute Book of Managers' Meetings
iv. Register of Members
v. Register of Directors and Managers
vi. Register of Charges
• Subject to 23.5% gross profit corporate tax
 
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