Source-cited draft: company formation & entity choice for Brunei (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
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Registration overview
Companies in Brunei are registered with the Registry of Companies and Business Names (ROCBN) at the Ministry of Finance and Economy. The most common vehicle is the private limited company (Sendirian Berhad / Sdn Bhd). Several requirements (resident director, share capital) should be confirmed against current ROCBN rules.
Private limited company
Sendirian Berhad (Sdn Bhd) — must include 'Sendirian Berhad' or 'Sdn Bhd' in the nameCompanies Act (Cap. 39) - https://www.mofe.gov.bn/Divisions/incorporation-of-companies.aspx
Public limited company
Berhad (Bhd) — public company able to offer shares to the publicCompanies Act (Cap. 39)
Other common business forms
Sole proprietorship, partnership, branch of a foreign company, and registered business nameBusiness Names Act (Cap. 92)
Minimum share capital
No statutory minimum share capital (companies often incorporate with nominal capital, e.g. BND 1+) BND ((approx — confirm))Companies Act (Cap. 39) - https://chandrawatpartners.com/incorporating-a-limited-liability-company-in-brunei-requirements-process-and-key-insights/
Minimum shareholders (private company)
2 shareholders ((approx — confirm))Companies Act (Cap. 39) - https://chandrawatpartners.com/incorporating-a-limited-liability-company-in-brunei-requirements-process-and-key-insights/
Minimum directors
2 directors, at least one of whom is ordinarily resident in Brunei ((approx — confirm residency requirement))Companies Act (Cap. 39) - https://chandrawatpartners.com/incorporating-a-limited-liability-company-in-brunei-requirements-process-and-key-insights/
Registration authority
Registry of Companies and Business Names (ROCBN), Ministry of Finance and EconomyCompanies Act (Cap. 39) - https://www.ocp.mofe.gov.bn/resources/BusinessNames
Core incorporation documents
Memorandum and Articles of Association, name reservation, and KYC/identity documents of directors and shareholdersCompanies Act (Cap. 39) - https://ocp.mofe.gov.bn/downloads/eServices%20User%20Guides%20-%20Companies%20PDF/01%20OCP_CM_ES_Incorporating%20a%20Private%20Company_UG%20v1.0.pdf
Typical incorporation timeline
Approximately 2 to 4 weeks from submission, subject to ROCBN review ((approx — confirm))ROCBN incorporation guidance - https://musbitha.com/blog/company-registration-brunei
Annual compliance — annual return
Companies must file an annual return with ROCBN and hold an annual general meeting ((approx — confirm))Companies Act (Cap. 39)
Annual compliance — accounts and audit
Maintain proper accounting records; financial statements and audit may be required depending on company size ((approx — confirm audit thresholds))Companies Act (Cap. 39)
Annual compliance — corporate tax
Register with the Revenue Division and file ECI plus the annual corporate income tax return (see corporate-income-tax)Income Tax Act (Cap. 35)
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