Brunei Company Formation & Entity Choice

Entity types and incorporation

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 name (Companies Act (Cap. 39))
• Public limited company — Berhad (Bhd) — public company able to offer shares to the public (Companies Act (Cap. 39))
• Other common business forms — Sole proprietorship, partnership, branch of a foreign company, and registered business name (Business 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))
• Minimum shareholders (private company) — 2 shareholders ((approx — confirm)) (Companies Act (Cap. 39))
• Minimum directors — 2 directors, at least one of whom is ordinarily resident in Brunei ((approx — confirm residency requirement)) (Companies Act (Cap. 39))
• Registration authority — Registry of Companies and Business Names (ROCBN), Ministry of Finance and Economy (Companies Act (Cap. 39))
• Core incorporation documents — Memorandum and Articles of Association, name reservation, and KYC/identity documents of directors and shareholders (Companies Act (Cap. 39))
• Typical incorporation timeline — Approximately 2 to 4 weeks from submission, subject to ROCBN review ((approx — confirm)) (ROCBN incorporation guidance)
• 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))