Brunei: Types of Company
International Business Company
The incorporation of an IBC is governed by the International Business Company Order, 2000 (IBCO), which makes provision for tax-free corporate facilities at highly competitive cost levels. Brunei is more concerned with attracting a critical mass of good business than to achieve a fee-based income stream at a high cost to end-users.
IBCs may be limited by shares, limited by guarantee, limited by shares and guarantee, of limited duration, Dedicated Cell Companies, created by conversion, re-domiciled or discontinued in Brunei. Foreign or overseas companies may register as Foreign International Companies, and also operate tax free. The BIFC has been steadily progressing and has registered more than 3,000 IBCs.
The total Government Fee for company incorporation and year one maintenance of an IBC is US$500, while renewal fees from year 2 onwards are set at US$400.
IBCs are incorporated by trust companies subscribing to Memorandum and Articles. A Certificate of Due Diligence must be filed with the constituent documents. This Certificate contains an undertaking by the trust company concerned that the IBC complies with applicable provisions of IBCO and that due diligence in respect of beneficial owners and the source of finding has been conducted, or will be conducted prior to commencement of business. A similar certificate is required at every annual renewal.
Standard Memorandum and Articles for the three classes of limited company are Scheduled and may be adopted in full or as modified. Other than bearer shares, which are prohibited, an IBC may issue the usual wide range of shares and classes of shares, including Dedicated Cell shares, options, warrants or rights to acquire securities of an IBC, including convertible securities.
Directors may be individual or corporate, as may secretaries. A Resident Secretary provided by a Trust Company is mandatory. Audits are optional (except as required under banking, trust company, insurance and dealing licensing provisions).
Conversion/continuance occurs where permitted by the former domicile, subject to certain requirements including solvency and registration of (IBCO-compatible) Memorandum and Articles. There is provision for the Court to strike from the Brunei register a company which continues to exist in another jurisdiction following conversion.
The records of an IBC may only be searched subject to the prior grant of certain consents, except where circumstances, such as criminal activity, are adjudged by the Registrar to have arisen. This applies both to the Registrar's records and those of the IBC held at its registered office.