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.