Incorporation in Brunei

Type of company: International Business Company or IBC. An IBC can take the form of company limited by shares, company limited by guarantee, company limited by shares and guarantee, unlimited company and dedicated cell company.

Who can incorporate: Registered Agent and Trust Company licensed pursuant to the Registered Agent and Trust Licensing Order 2000.

Time to incorporate: In most cases including reservation of name, an IBC can be incorporated within 2-3 days. A name once reserved is valid for three months.

Registration fee: US$500.00 regardless of the size of the IBC's authorised capital.

Shelf company availability: Yes. We always have a number of already existing companies for sale. These companies are "clean", that is to say, they have never traded or engaged in any transaction whatsoever.

Taxation: No income tax, capital gains tax, inheritance tax, succession tax, or duties.

Minimum annual government fee: US$400.00 regardless of capital structure. This fee is payable every year the latest on the anniversary of the company

Disclosure of beneficial owner: Brunei adopts money laundering legislation under which all licensed service providers are required to know the identity of their customers before accepting a transaction. Not to do so would be an offence under the legislation. Therefore disclosure of beneficial ownership will be made to trust company, bank, insurers, etc. but not to the Authority.

Bearer shares: Not permitted. All shares must be registered. Shares may either be with par value or with no par.

Standard minimum paid up: None but our standard company comes with a standard paid up of U$1.00.

Standard authorised capital: None but our standard company comes with a standard authorised capital of US$50,000.00. There is no extra capital fee to be paid even if large authorised capital is adopted.

Permitted currency of capital: Any currency although in most cases the US$ is prevalent.

Minimum number of shareholders: One and there is no residency or nationality requirement.

Minimum number of directors: One and there is no residency or nationality requirement.

Corporate directors: Yes.

Local directors: Optional.

Company secretary: Yes and if more than one is appointed at least one must be a resident secretary. Only an officer of a registered agent can be appointed as a resident secretary.

Company seal: Need not adopt a common seal but if one is adopted must be used by the authority of the board of directors or other person so authorised by the board.

Public record of directors & shareholders: No.

Location of directors and shareholders meeting: Anywhere.

Telephone board meeting: Yes.

Access to Double Tax Treaty: Whilst Brunei currently has double tax treaties with Indonesia and a limited one with the United Kingdom it is unlikely that the IBCs will enjoys tax benefits under these treaties.

Requirement to file account: Only to licensed IBCs like bank, insurers, trust companies, etc.

Requirement to keep account: Yes.

Requirement to file annual return: Yes and it is simple.

Change in domicile: Domicile in and out yes. There is a fee of US$250.00 for domicile in.

Local registered office address: An IBC must have at all time a registered office in Brunei Darussalam which shall be maintained there either by the IBC if it has physical presence or in all other cases by it registered agent.

Brunei IBC Corporate Data Sheet - Summary

Brunei IBC - Cost and Benefit Analysis

	Star Rating
Corporate Registration Efficiency		Good. Name search and reservation takes 1-2 days. Company can be incorporated in 2-3 days time.
Availability of Name		Names are easily available.
Confidentiality		Excellent. Unauthorised disclosure of client's information is subject to penalty.
Political Stability		Excellent. Since independence from British rules, Brunei remains a monarchy and has enjoyed excellent internal stability.
Maintenance Cost		Higher in comparison to IBC jurisdictions like BVI, Nuie or Bahamas.
Legal System		Based on English legal system. Islamic laws apply to Moslems only specially on matters involving marriage, custody and inheritance.
Regulator		The BIFC is the arm of the MOF and is an excellent regulator. BIFC is yet to be a member of various international regulatory bodies.
Location		Daily or regular flight connections to major cities like KL, Singapore, Dubai, London and Hong Kong.
Exchange Control		Very liberal.
Rate of Tax		Zero tax rate.
Double Tax Treaty Access		Not being a major trading nation, Brunei has a few limited tax treaties with a few countries.
Local Banking Services		There are a few foreign banks and local banks are small. Whilst foreign currency account can be opened with some foreign banks, the procedure and speed call for improvement. Availability of internet account is very limited.
Time Zone		Same time zone with major Asian financial capital like KL, Singapore and Hong Kong.
Reputation		Brunei is not a major trading nation or a financial centre like Hong Kong & Singapore.

How can I get more information on company formation in Brunei?

Please contact us if you wish to open a company in Brunei and we will be pleased to discuss your Brunei offshore company formation matters in greater detail.