Wednesday, 26 June 2013

Setting Up Businesses/Company in Brunei Darussalam

Industrial policies including manpower, ownership, government support and facilities remain open and flexible for all categories of industrial activities. A variety of arrangements are feasible. Policies relating to ownership allow for full foreign ownership, majority foreign ownership and minority foreign ownership, as per type of industry and situation. Industries for total export can be totally foreign owned. Generally, any industrial enterprise will be considered.

All businesses in Brunei Darussalam must be registered with the Registrar of Companies and Business Names at the Attorney General’s Office. The proposed names of business or company must be submitted to the Registry of Companies and Business Names for approval and a fee of B$5.00 is imposed for each proposed name. The general guideline is that the name to be used must not be identical or similar to any names that had already been registered at the Registry of Companies and Business Names.

Businesses in Brunei Darussalam may be established under the following business entities:

SOLE PROPRIETORSHIP
A sole proprietorship is owned and managed by only one owner. The sole proprietor has absolute responsibility from business transactions to legal matters. Upon approval, a business name certificate is issued at a fee of B$30. Sole proprietors are not subject to income tax. Foreigners are generally not eligible for sole proprietorship but they may set up business under other categories.

PARTNERSHIP
A partnership may consist of individuals, local companies and/or branches of foreign companies and is governed by the Contract Acts. The maximum permitted number of partners is 20. Applications by foreign individuals are subject to prior clearance by the Immigration Department before they are registered. Upon approval, a business name certificate is issued at a fee of B$30. Partnerships are not subject to corporate or income tax.

COMPANY
Companies that are incorporated in Brunei Darussalam are governed by the Companies Act (Cap 39) and may either be Private (Sendirian Berhad) or Public (Berhad).

Private Company
A private company must, by its constitution, restrict the right of members to transfer shares. It must have at least two and not more than 50 shareholders. Shareholders need not be Brunei Darussalam’s citizens or residents and a subsidiary company may hold shares in its parent company. No minimum share capital is required.

Public Company
A public company is one which may issue freely transferable shares to the public. There must be at least seven shareholders. The shareholders need not be citizens or residents of Brunei Darussalam. A subsidiary company may hold shares in its parent company. No minimum share capital is required for setting up a public company. It may be limited by shares, guarantee or both by shares and guarantee or unlimited. There is no restriction under the Companies Act as to the ownership in the equity of a company. However, it is a requirement that at least half of the directors in the company must be nationals of Brunei Darussalam.

Procedures for Incorporating a Company
The principal requirements for incorporating a company in Brunei Darussalam are as follows:
Submit the application to the Registrar of Companies (ROC) in the prescribed Form A (Application for Approval and Reservation of Name for A Company to be Incorporated under the Companies Act, Cap 39) to determine if the proposed name is available.
The following documents should be submitted to the ROC for the use of approved name:
Memorandum and Articles of Association (M&A);
Statutory Declaration of Compliance;
List of Directors;
Consent to act as director by all theproposed directors;
Notice of Situation of Registered Office; and
Copies of identity cards or passports of all shareholders and directors.
The registration fees are based on a graduated scale on the authorised share capital of the company. The amount of the authorised share capital and division into shares have to be stated in the M&A. Companies incorporated in Brunei Darussalam are required to pay an amount ranging from B$300 where the capital does not exceed B$25,000 to a maximum of B$35,000 where the capital is in excess of B$150 million. Upon approval, a Registration of Companies certificate will be issued and a fee of B$25 is imposed.

Branch of Foreign Companies
Any foreign company wishing to establish a business in Brunei Darussalam and does not incorporate as a local company must register as a branch of the foreign company as provided under Part IX of the Companies Act. The branch must have a registered office in Brunei Darussalam and must appoint local authorised persons.

Procedures for Registering a Branch of a Foreign Company
The Companies Act also stipulates the requirements for the registration of a branch of a foreign company in Brunei Darussalam. The proposed name of the branch must first be approved by ROC prior to the approval for registration.

The following are required to be submitted:
Form A;
certified true copy of the foreign company’s Certificate of Incorporation from the Country of Origin; and
copies of passports or identity cards for all the directors.

The filing documents required for registering a branch are as follows:
A certified copy of the Charter, Statues or other instruments defining the constitution of the foreign company, duly authenticated and when
necessary, with English translation;
An original copy of the Board of Directors’ Resolution approving the registration of a branch in Brunei Darussalam; and
A list of directors together with their particulars and the names and addresses of one or more persons residing in Brunei Darussalam authorised to accept notice on the Company’s behalf.

Upon approval, a Certificate of Incorporation will be issued and a fee of B$25 is imposed.

The registration fees payable in respect of the registration of a branch depend on the authorised share capital of the holding company but are 50 per cent less than the fees payable for local incorporated companies. For example, a company with an authorised capital not exceeding B$25,000 will pay a registration fee of B$150. Where the capital is in excess of B$150 million, the maximum fee imposed is B$17,500.


INTELLECTUAL PROPERTY PROTECTION

Brunei Darussalam is a member of the World Intellectual Property Organisations and a signatory to the Berne Convention as well as signatory to the Agreement on Trade Related Aspects of Intellectual Property Rights (TRIPS). Therefore, adequate protection is given to both domestic and foreign investors.

Trademark™
Trademarks for goods and services can be registered provided the requirements laid down in the Trademarks Act and Rule (Cap 98) are satisfied.

Protection of a registered mark begins on the date on which the application for its registration is filed. The term of protection is initially for 10 years and thereafter for an indefinite period provided the renewal fees are paid every 10 years. Any person who obtained a grant of a patent in the United Kingdom or Malaysia or Singapore may apply to the Registrar of Trademarks within three years of the date of issue of such grant registered in Brunei Darussalam under the Inventions Act (Cap 72).

Industrial Designs
Industrial designs are protected under the Industrial Design Order 1999. An industrial design must be new at the date of the application or the priority date (if claimed). An industrial design is new if it has not be registered, published, used or sold in Brunei Darussalam or elsewhere before the date on which the application for registration was made. An industrial design which is registered in Brunei Darussalam is protected for a period of five years beginning from the filing date and can be renewed for a further period of 10 years upon payment of renewable fee which is payable every five years.

Layout Design On Integrated Circuit
Layout designs of integrated circuits are protected under the Layout Design Order 1999. Protection is automatic as there is no requirement for registration or deposit of layout design. The duration of protection is either 10 years after the first commercial exploitation, if the exploitation takes place within years it is made, or in any other case, 15 years after the year it is made.

Copyright©
Copyright and related rights are protected under the Copyright Order 1999. The Order protects literary and artistic works, sound recordings, film, broadcasts or cable programmes and the typographical arrangement of published edition. Proceedings for infringement of copyright can be brought in the civil court or the criminal court.

For further information and clarification, please contact:
Attorney General Chambers

Tel: (673) 224 4872
Fax: (673) 224 1428

Email: info@agc.gov.bn
Website: www.agc.gov.bn

SETTING UP A COMPANY
A number of procedures are required in setting up a company in Brunei Darussalam.
The first step is acquiring approval from the Registrar of Companies for the use of the company’s name. The Registrar of Companies may refuse registration of a proposed name if it is identical or similar to the name of an existing business registered in Brunei Darussalam or if it is likely to mislead the public.
The timeframe for approval of company name is about 1 to 2 weeks.
Upon approval of the company name, the following documents should be lodged with the Registrar of Companies within the stipulated reservation period:
Memorandum and Articles of Association.
Statutory declaration of compliance.
Other prescribed documents:
-Form X
-Consent to Act as Directors
-Notice of Situation of Registered Office
The incorporation process typically takes about 5 to 6 weeks to finalise before a certificate of incorporation is issued, at which time the company may commence business.
Special Licenses
In some cases special licenses must be obtained from the government before a company can commence business. This applies primarily to businesses that directly affect the public, such as banks, finance companies, insurance companies, travel agencies and money-lenders.
http://www.mofat.gov.bn/index.php/investing-in-brunei-darussalam/setting-up-businesses
http://www.bedb.com.bn/doing_guides_setting_company.html

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