Brunei: Offshore Business Sectors
This page was last updated on 23 May 2019.
The Registered Agents and Licensed Trustees Order, 2000 (RATLO) restricts the provision of 'international business services' to companies licensed under that order. All establishment and compliance documents (including certificates of due diligence) of international business companies (and limited partnerships) are filed by these licensed trustees.
RATLO covers ‘International companies management business’ which includes:
- acting as registered agent for the incorporation or registration of international business companies (IBCs) and foreign international companies (FICs) under the International Business Companies Order, 2000 (IBCO), the conversion of overseas companies into IBCs, and the merger, consolidation, continuation, renewal, extension of the duration of, or migration of IBCs.
- providing registered offices, share transfer offices or administration offices for the receipt of post or other articles, IBCs and FICs.
- providing or appointing persons to perform the functions of directors, (mandatory) resident, secretary, nominees, preparing, keeping or filing books, accounts, registers, records, and other matters relating to corporate administration including the establishment of IBCs as dedicated cell companies or limited life companies.
All documents to be filed with the registrar of international business companies (and limited partnerships) are filed by licensed registered agent and trusts companies.
Similarly, trust companies must be involved in all international limited partnerships (ILPS) and ‘qualifying’ trusts - i.e. international trusts formed pursuant to the ITO and trusts which are established under the laws of other jurisdictions but administered in Brunei.
Trust companies and banks are also involved in the Mutual Funds Order. Trust licenses are made by application to the Authority, made by institutions, professional groups and independent trust groups. A comprehensive licensing process and approval of senior personnel is involved. Ongoing supervision includes the filing of audited accounts of the trust companies (but not their clients) with the Authority. Notifications and approvals of appointments and changes of Key Personnel apply.
Licensees are, with the approval of the Authority, permitted to establish wholly-owned subsidiaries (whose operations are fully guaranteed by the licensee). Such a subsidiary may be an IBC (as may the licensee itself) and may for the purpose of the licensee's business act as a trustee, nominee, secretary or director in respect of international business services. The aim is to permit accountable flexibility and segregation in, for example, collective investment schemes, private trust companies, special purpose vehicles and offshore / headquarters facilities.
Trust companies (including overseas trust companies establishing a branch in Brunei) as well as the entities they administer, are totally exempted from all tax in respect of Bruneian operations. Again, their officers, customers and products are not taxed.