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1.1.1. Main Forms of Doing Business

Businesses in Brunei may be established under following types of business entities:

  • Company (Public company or Private company)
  • Partnership
  • Sole Proprietorship
  • Joint Venture
  • Foreign Business (Branch, Subsidiary)

Company

Companies incorporated in Brunei are governed by Companies Act (Cap 39). Under the Companies Act, 4 types of companies can be formed viz: limited by shares, limited by guarantee or limited both by shares and guarantee or unlimited. Company can be formed either as Public Company or Private Company.

Public Company (Berhad or Bhd.)

The key aspects of Public Company include:

  • Permitted to offer shares to public
  • Minimum 7 shareholders of any nationality (resident or non-resident) are required
  • No minimum share capital requirement
  • Minimum half of the directors of a company must be Brunei nationals
  • Appoint auditors registered in Brunei
  • Required to submit accounting data to the Economic and Development Department, Prime Minister's Office
  • In the name of the public company suffix ‘Berhad or Bhd’ must be added

Private Company (Sendirian Berhad or Sdn. Bhd.)

The key aspects of Private Company include:

  • Can be formed by minimum 2 shareholders of any nationality. Maximum 50 shareholders are permitted. If there are only 2 shareholders, one of them needs to be ordinarily resident.
  • No minimum share capital requirement
  • Not permitted to offer shares to public
  • Name of the private company must contain ‘Sendirian Berhad or Sdn Bhd’ as suffix

Partnership

Partnership firms are governed by Contract Acts.

The key aspects of a Partnership include:

  • Partnership may be formed by individuals, local companies and / or branches of foreign companies
  • Maximum number of partners can be 20
  • Applications by foreign individuals for forming partnership firms are subject to clearance by Immigration Department prior to registration
  • At least 1 partner must be a permanent resident or a Brunei national
  • Partnerships are not subject to corporate or income tax in Brunei

Sole Proprietorship

A sole proprietorship is owned and managed by 1 person and is personally liable for its business obligations. These type of business entities are not subject to income tax in Brunei. Foreign individuals are not permitted to form sole proprietorships.

Joint Venture

A joint venture may take the form of a corporation or partnership. Under a corporate joint-venture, the owners have limited liability whereas in a partnership joint venture, the partners have unlimited liability.

Foreign Business (Branch or Subsidiary)

A foreign company can establish its business in Brunei either by incorporating a local company or setting up a branch of a foreign company. Depending on the types of industrial activities, a 100% foreign equity is permissible. However, if the industry is based on local resources and related to national food security, then local participation is necessary.

The branch must have a registered office in Brunei and must appoint a local authorized person. Branch of a foreign company is required to file a copy of their head office annual financial accounts with the Registrar of Companies every year. Branches are also required to prepare separate branch accounts for tax computation.

Further information on the general investment, tax and regulatory regime about the country is available at the following external references: