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Brunei: Types of Company

Private Company (Sendirian Berhad or Sdn. Bhd.)

Companies that are incorporated in Brunei Darussalam are governed by the Companies Act (Cap 39). Under the Act, four types of companies may be incorporated:

  • Companies limited by shares;
  • Companies limited by guarantee;
  • Companies limited both by shares and guarantee; and
  • Unlimited companies.

A private company must, by its constitution (Articles of Association), restrict the right of members to transfer shares, limit its membership to fifty and prohibit any invitation to the public to subscribe for shares or debentures.

At least half the directors in a company must be Brunei citizens or Brunei Permanent Residents.

Private companies must have at least two shareholders. Shareholders need not be Brunei Darussalam's citizens or residents, and a subsidiary company may hold shares in its parent company.

All companies must appoint auditors to audit their accounts and report to the shareholders. The companies must also file annual returns with the Registrar of Companies and submit annual tax returns to the Collector of Income Tax ( CIT ) at the Ministry of Finance.



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