| ADDITIONAL INFORMATION FOR SETTING UP A COMPANY |
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| Registration Fee |
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| The registration fee payable to the Government of Brunei Darussalam would depend on the company’s authorised capital. As a reference, the registration fee based on an authorised capital of B$25,000 and inclusive of the necessary filing and certification fees, is about B$750 to B$850. |
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| Restrictions on Directors and Shareholders |
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| The Brunei Companies Act, Cap. 39, requires every company incorporated in Brunei Darussalam to have: |
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at least 2 directors, of whom at least 50% should comprise of Brunei citizens. |
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at least 2 shareholders – while there are currently no statutory restrictions on the nationality of shareholders, the inclusion of local equity content may sometimes be required by the Government when applying for government licenses or bidding for jobs. |
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| Annual Requirements |
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| Books of Accounts: Every company is required under the Act to keep proper books of accounts regarding all sums of money received and expended, all sales and purchases of goods, as well as all assets and liabilities of the company. |
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| Annual Audit and Annual General Meeting (“the AGM”): The Act requires every company to have their accounts audited annually. The directors present the company’s audited financial statements at its AGM, which is held within 18 months of incorporation and subsequently at least once in every calendar year at intervals of not more than 15 months. An Annual Return, made up to the date of the AGM, is required to be filed with the Registrar of Companies once a year. |
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| Statutory Registers: Every company is required to establish and maintain a set of statutory registers comprising the register of allotments, register of transfers, register of members, register of directors, register of mortgage and charges etc, as well as a minute book of notices and minutes of board and shareholder resolutions. |
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| Notification to the Registrar of Companies: The directors of the company are also required to notify the Registrar of any changes in directors, share allotments, share transfers, change in the situation of registered office, increase in authorised capital, etc within the time stipulated in the Act. |
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| Corporate Income Tax and Withholding Tax: Every company is subject to corporate income tax on income accruing in, derived from and received in Brunei under the Income Tax Act. Withholding tax is also applicable on certain payments made to non-residents. The deadline for filing of income tax return is 3 months from the date of the income tax return form (Form IT1), which is issued by the tax authorities in the first week of every calendar year. A 3-month filing extension is usually obtainable. |
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