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Brunei: Types of Company

Public Company (Berhad or Bhd.)

Public companies are formed under the same legislation as private companies.

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. Public companies:

  • May be limited or unlimited;
  • May issue freely transferable shares to the public;
  • Must have at least seven shareholders;
  • Shareholders need to be Brunei citizens or residents;
  • Subsidiary company may hold shares in its parent companies;

Half the directors in a company must be either Brunei Citizens or ordinary residents in Brunei Darussalam

Memorandum and Articles of Association must be registered with other incorporation documents in prescribed forms. Upon approval, a Registration of Companies Certificate will be issued and a fee of $25.00 is imposed.

The registration fees are based on a graduated scale on the authorized share capital of the company. No minimum share capital is required.

Public Companies are required to do the following:

  • Appoint auditors who are registered in Brunei Darussalam;
  • Prepare each year profit and loss account and balance sheet, accompanied by a Director's Report;
  • Submit accounting data annually to the Economic Planning Unit, Ministry of Finance;
  • File annual returns, containing information on directors and shareholders with the Registrar of Companies and Business Names;
  • Keep the following records: Minute Book of Members' Meeting; Minute Book of Directors' Meeting; Minute Book of Managers Meeting; Register of Members; Register of Directors and Managers; Register of Charges.

 

 

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