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Brunei: Types of Company

Public Company (Berhad or Bhd.)

This page was last updated on 23 May 2019.

 Public companies are formed under the same legislation as private companies. A public company may issue freely transferable shares to the public and is not bound by any of the restrictions relating to a private company. They may be limited or unlimited and must have at least 7 shareholders, who must all be Bruneian citizens or residents. A subsidiary company may hold shares in its parent companies. Half the directors of a public company must be either Bruneian citizens or ordinary residents in Brunei.

Memorandum and articles of association must be registered with other incorporation documents in prescribed forms. On approval, a registration of companies certificate will be issued and a fee of B$25 imposed. The registration fees are on a graduated scale on the authorized share capital of the company. No minimum share capital is required.

Public companies must do the following:

  • Appoint auditors who are registered in Brunei;
  • Prepare an annual 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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