Understanding Company Registration in Brunei

Are you looking for company registration in Brunei? If yes, you have chosen the right place to grow your business. Brunei is an independent Islamic sultanate located on the northern coast of Borneo in Southeast Asia. The country is rich in natural resources, with vast reserves of petroleum and natural gas. The petroleum industry alone contributes to more than half of Brunei’s GDP. At Enterslice, our experts with 10+ years of experience are here to make the journey of company registration in Brunei easy for you.

The official language of Brunei is Malay, but English is also widely used, especially in business and education. Other languages spoken include Chinese and Arabic. The official currency is the Brunei Dollar (BND).

Before obtaining an incorporation certificate from the Brunei Corporate Registry, you should consider a few key points about business registration in Brunei.

100% Foreign Ownership

Corporate Income tax- 18.5%

No Minimum Share Capital

Two Minimum Shareholders

No Value Added Tax (VAT)

No Capital Gains Tax

Simplify Your Company Registration in Brunei with Expert Guidance

Enterslice ease the process of company registration in Brunei through expert-led support.

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What are the Structures for Brunei Company Registration?

The different types of Brunei company registration are as follows:

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Private Company (Syarikat Sendirian Berhad or SDN.BHD.)

A private company is one that, as per its Articles of Association, restricts share transfers, limits membership to 50 members, and prohibits public invitations to subscribe for shares or debentures. It is one of the key structures for company registration in Brunei.

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Public Company (Syarikat Berhad or BHD.)

A public company can be limited or unlimited and must have at least seven shareholders, who must be Brunei citizens or residents. Additionally, it can issue shares that are freely transferable to the public.

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Sole Proprietorship

This type of business registration is not taxable in Brunei, but the owners are personally liable for the obligations of the businesses. In general, foreigners are not granted this business registration.

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Partnership

In Brunei, a partnership can include individuals, local companies, and branches of foreign companies. The maximum number of partners allowed is 20, with at least one partner being a Bruneian citizen or Permanent Resident. However, in special cases, the Registrar may approve foreign individuals to register a partnership.

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Branch of Foreign Company

A foreign company looking to establish a business in Brunei without incorporating locally can register as a branch. The branch must have a registered office in Brunei and appoint a local agent. Post company registration in Brunei, the foreign company will have the same powers and authority as a local company.

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Brunei Free Trade Zone Company

This is a special form of limited liability company that is established within the Palau Muara Besar Free Trade Zone. One of the biggest advantages is the tax exemptions.

What are the Benefits of Business Registration in Brunei?

The list of benefits of business registration in Brunei is as follows:

Tax-Friendly Policies

Brunei’s tax-friendly regime features no capital gains, personal income, sales, payroll, or manufacturing taxes. It is one of the significant benefits of company registration in Brunei.

Access to Natural Resources

By obtaining a Brunei company registration, one can have access to natural resources ranging from oil to gas, provided they are the dominant energy industry, contributing to 90% of exports and 50% of GDP.

Economic Stability

It has a stable economy, maintaining consistency, and has a wealthy economy despite being a small country in terms of geographical landmass, with a 1.5% inflation rate, providing business economic security.

Political Stability

Brunei has maintained a stable political environment since 1959, ensuring political security. It is one of the key benefits of business registration in Brunei.

Strategic Geographical Location

Brunei is also considered one of the HUBs of ASEAN, with the most dynamic regions in the world, with robust economic relations boosting interconnectivity, high trading volumes and a strong growth potential.

How to Register Company Online in Brunei?

The procedure to register company online in Brunei is as follows:

Choose the Type of Business Structure

The first step is to select the most suitable business structure for your company registration in Brunei. Common options include a Private Limited Company (Syarikat Sendirian Berhad or Sdn. Bhd.), a branch office for a foreign entity, or other permissible structures under Brunei law.

Company Name Reservation

Next, choose a unique company name and reserve it with the Registry of Companies and Business Names (ROCBN)- Brunei’s official online business registration portal.

Documentation Preparation

At this stage, the applicant must collect and prepare all required documents for company registration. This typically includes KYC documents of directors and shareholders, the Memorandum of Association (MOA), Articles of Association (AOA), and other supporting documents as specified by the ROCBN.

Registration with the Registry of Companies

Once documentation is completed for company registration in Brunei, submit the application to the ROCBN. The registry will review the details, and if all requirements under Brunei’s laws and regulations are met, a Certificate of Incorporation will be issued.

Corporate Bank Account Opening

After obtaining the Certificate of Incorporation to register company online in Brunei, the company must open a corporate bank account in Brunei. Leading banks offering corporate banking services.

What are the Mandatory Documents for Company Formation in Brunei?

The list of documents required for company formation in Brunei is as follows:

Passports for Foreign Shareholders and Directors

Signed copy of NRIC (s) (local company)

Consent forms to act as directors

Form X (list of directors’ particulars)

Memorandum of Articles

Articles of Association

Certificate of Ordinarily Resident (if a director is an ordinarily resident)

Undertaking letter (Foreign Branch Company)

List of Authorized Persons (Foreign Branch Company)

Company Resolution (Foreign Branch Company)

Undertaking letter (Foreign Branch Company)

Consent letter from the main branch (Foreign Branch Company)

List of directors (Form IV(F))

Notice of the situation of its registered office in Brunei (Foreign Branch Company)

Industries That Require Brunei Business Registration

The list of top industries that require Brunei business registration is mentioned below-

  • Oil and Liquified Natural Gas Sector
  • Pharmaceuticals Industry
  • Fishery Industry
  • Food Industry
  • Transportation and Telecommunications Industry

Talk to Enterslice consultants, and let us help you overcome the challenges with minimum effort.

Compliances Post Company Registration in Brunei

The list of compliances post company registration in Brunei is as follows:

  • A company must file annual returns with the Registry of Companies within 28 days after the Annual General Meeting (AGM)
  • The first AGM of a company registered in Brunei shall be held within 18 months after incorporation.
  • An auditor shall be appointed by a company to audit their accounts. However, the company does not need to submit its audited accounts to the Registrar of Companies; instead, it submits them to the Collector of Income Tax with its Income Tax Returns.

What are the Requirements for Brunei Business Registration?

The list of requirements for Brunei business registration is as follows:

  • Certificate of Incorporation
  • Articles and Memorandum of Association
  • Compliance declaration
  • Minimum number of two shareholders
  • Minimum number of two directors
  • Directors certificate
  • Notarized passport copies of shareholders (or another source of identification)
  • A legally registered agent
  • Legal registered office address

Why Trust Enterslice for Brunei Company Registration?

Given below are the reasons to trust Enterslice for Brunei company registration-

  • Hassle-Free Foreign Business Setup in Brunei
  • Empowering 500+ Entrepreneurs with Offshore Business Registration in Brunei
  • 99% Success Rate in Brunei Company Registration Services
  • Trusted by 99 out of 100 Companies for Long-Term Business Support
  • No Hidden Fees - Complete Transparency Guaranteed
  • Reduce Compliance Burden by Up to 30%
  • Comprehensive Documentation Support for Offshore Business Registration in Brunei
  • End-to-End Assistance for Seamless Incorporation in the Brunei Corporate Registry

Frequently Asked Questions for Company Formation in Brunei

The eligibility criteria for becoming a director in a Brunei company incorporation are as follows:

  • If there are two directors, at least one must be ordinarily resident.
  • If there are more than two directors, at least two must be ordinarily resident.
  • A director must not be declared bankrupt.
  • A director must be at least 18 years old.

Brunei has abundant natural resources, including petrochemicals and oil refineries, making it a strong business hub. Additionally, the country boasts high levels of education and literacy, further enhancing its business potential.

Yes, Brunei is a great choice for business incorporation due to its low taxes, political stability, and favourable geographical location.

Yes, you can register company in Brunei online through the official website of the Registry of Companies and Business Names.

The currency of Brunei is the Bruneian dollar(B$)

Malay is the official language, though English is a recognized language and is thus widely spoken.

Yes, a foreigner can start a company in Brunei, provided the company must have at least two directors and only one of them has to be a resident in Brunei.

The different types of company registration in Brunei are as follows:

  • Sole Proprietorship
  • Partnership
  • Private Company (Sendirian Berhad or SDN. BHD.)
  • Public Company (Berhad or BHD.)
  • Branch of Foreign Company
  • Brunei Free Trade Zone Company

A shareholder can be either a Brunei national citizen, a permanent resident or a foreigner.

There is no minimum capital requirement for company registration in Brunei (Brunei Limited Liability Company (LLC)).

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