Brunei: Types of Company
Any foreign company that wishes to establish a business in Brunei Darussalam and does not incorporate as a local company must register as a branch of the foreign company.
The Companies Act also stipulates the requirements for the registration of a branch of a foreign company in Brunei Darussalam. The procedure is similar to that of incorporating a local company but the documents required to be filed with the Registrar of Companies differ slightly. The filing documents required for registering a branch are as follows:
- A certificated true copy of the Charter, Statutes or Memorandum and Articles of Association or other instruments defining the constitution of the foreign company duly authenticated in English;
- An original copy of the Board Resolution approving the registration of a Branch in Brunei; and
- A list of directors together with their particulars and the names and addresses of one or more persons residing in Brunei Darussalam authorized to accept notices on the company's behalf.
The branch must have a registered office in Brunei Darussalam and must appoint a local agent. On registration, a foreign company is entitled to the same powers and authority as a local company.
Branches of foreign companies are required to file a copy of their head office annual financial accounts with the Registrar of Companies every year. Branches are also required to prepare branch accounts for tax computation.
Registration fees payable in respect of the registration of a branch depend on the authorised share capital of the holding company but are 50% of the fees payable for locally incorporated companies.