Closing Company

1. Objective
This guideline serves as a guidance for shareholders and/or directors of a company to apply for a striking off procedure pursuant to Section 287A and 287B of the Companies Act (Chapter 39) via Companies Act (Amendment) Order, 2018.

2. Introduction
Section 287A of Companies Act (Chapter 39) empowers the Registrar of Companies to strike off a company off from the Register if:

1. Registrar has reasonable cause to believe that a company is not carrying on business and the company is able to satisfy the criteria for striking off; and

2. The Company that has ceased trading and has submitted an application for striking off.

A company also may apply to the Registry to strike off its name from the Register as per section 287B of the Companies Act, and the company is able to satisfy the criteria for striking off.

3. Striking off Criteria(s)
In proceeding with the striking off application, the Registrar must be satisfied that the application fulfils the following criteria:

  • The information of the company contained with the Registrar is up to date.
  • The particulars of director(s) of the company and any other information must be the same as in the Registrar’s records. If there are any differences or changes in respect of the information of the directors of the company, the company must then ensure that the Registrar’s records are up to date (including Annual Returns) before striking off application is made.
  • The company must have ceased trading or dormant since incorporation.
  • Company has no existing assets and liabilities as at the date of liabilities that may arise in the future. The company shall proof that the company has no assets and liabilities. If the company’s last audited financial statements lodged with the Registrar showed that the company has assets and liabilities, the company must submit documentary evidence to show that the assets have been disposed and that the liabilities have been settled or waived. If the company has not commenced operation, the company must make the following declaration that:
    • There has no transaction since the company was incorporated; and
    • The company has not opened a bank account or if there is an account, that the account has been closed (the latest bank statement is to be attached).
    • The director(s) must obtain the written consent of the majority of the shareholder
    • Companies must submit the latest set of audited accounts (only for public companies) OR unaudited balance sheet (for all other companies)
    • The company must not have any outstanding tax liabilities with the Collector of Income Tax, Revenue Division at the Ministry of Finance and Economy.
      • Where a company has commenced operation, it must settle all outstanding tax and obtain a tax clearance prior to the filling of the application for striking off.
    • The company must not have any outstanding liabilities with Department of Electrical Service, Prime Minister’s Office
    • The company must not have any outstanding liabilities with Department of Water Services, Ministry of Development
    • The company must not have any outstanding liabilities with Tabung Amanah Pekerja (TAP)
    • The company must not have outstanding payments to any other government agency
    • The company must not be involved in any legal proceedings (within or outside Brunei Darussalam)

NOTE: The accounts attached must be drawn up till the date of cessation indicated in the application

What are the required documents for a company to apply for striking off?

  • Cover Letter
  • Striking off application form (download here)
  • Company Resolution
  • Latest set of audited accounts (applicable for Public Companies [Syarikat-Syarikat Berhad] only)
  • Latest unaudited balance sheet (applicable for any other companies except for Public Companies)
  • Clearance letters from Tabung Amanah Pekerja, Department of Electrical Services (MEMI), Department of Water Services (JKR) and Treasury Department (MOFE)*

* Applicable only for companies incorporated prior to 1st April 2016.

What are the fees payable?
BND30.00

To download the form, please click the following link here.

To download the form, please click the following link here.

No. ​List of Services Associated Fees
01 Application for striking off $30.00
02 Lodgement/clearance for notice of objection to striking off $10.00
03 Withdrawal of striking off $10.00

You can choose to liquidate your limited company (also called ‘winding up’ a company).

Liquidation is the process of winding up the affairs of a company before dissolution and can be used in solvent (Members' Voluntary Winding Up) and insolvent (Creditors' Voluntary Winding Up or Winding Up by Court) situations.

The company will stop doing business and employing people. The company will not exist once it’s been removed (‘struck off’) from the companies register at the ROCBN.

When you liquidate a company, its assets are used to pay off its debts. Any money left goes to shareholders.

There are 3 types of liquidation:

  • Creditors’ voluntary liquidation - your company cannot pay its debts and you involve your creditors when you liquidate it
  • Members’ voluntary winding up (liquidation) - your company can pay its debts but you want to close it
  • Compulsory liquidation (Winding up by court) - your company cannot pay its debts and you apply to the courts to liquidate it

A company may decide to wind up its affairs voluntarily if the directors believe that the company will be able to pay its debts, in full, within 12 months from the commencement of the winding up. The company will appoint one or more liquidators, to wind up its affairs of the company and distributing its assets.

Companies may decide to wind up its affairs voluntarily if:

  • When the period (if any) fixed for the duration of the company by the articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring it be wound up voluntarily; and
  • Company resolves by special resolution for the Company to be wound up voluntarily.

Liquidation is the process of winding up the affairs of a company before dissolution and can be used in solvent (Members' Voluntary Winding Up) and insolvent (Creditors' Voluntary Winding Up or Winding Up by Court) situations.
The company will stop doing business and employing people. The company will not exist once it’s been removed (‘struck off’) from the companies register at the ROCBN.
When you liquidate a company, its assets are used to pay off its debts. Any money left goes to shareholders. There are 3 types of liquidation:

  • Creditors’ voluntary winding up (liquidation) - your company cannot pay its debts and you involve your creditors when you liquidate it
  • Members’ voluntary winding up (liquidation) - your company can pay its debts but you want to close it
  • Compulsory liquidation (Winding up by court) - your company cannot pay its debts and you apply to the courts to liquidate it

Company may opt for a creditors' voluntary winding up if the directors believe that it cannot, by any reason its liabilities, continue its business. The company will appoint a liquidator, to wind up its affairs of the company and distributing its assets.

Where a company is already in voluntary winding up, the Court may still grant leave to wind up the company compulsory if it is satisfied that it is necessary to do in the interests of the company's creditors and contributories.

The company, creditors, contributories, liquidator, judicial manager, or the Minister may present an application to the court to wind up the company.

The Court may appoint a liquidator to wind up the affairs of the company. Where no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the company.

A company may be wound-up under an Order of the Court under certain circumstances:

  • The company has by special resolution resolved that the company be wound up by the Court;
  • Default is made in delivering the statutory report to the Registrar or in holding the statutory meeting;
  • The company does not commence its business within a year from its incorporation, or suspends its business for a whole year;
  • The number of members is reduced, in the case of a private company, below two, or, in the case of any other company, below seven;
  • The company is unable to pay its debts*; or
  • The Court is of opinion that it is just and equitable that the company should be wound up.

  • Any disposition of the property of company/transfer of shares/alteration of status of members after commencement of winding up is VOID.
  • When winding up order is made or provisional liquidator has been appointed, no action shall commence without the leave of the Court.

There are two ways to close a company in Brunei Darussalam which are Striking of Company and Winding up of a company (either Voluntary Winding Up, Winding Up by Creditors or Winding Up by Court). By applying the striking off, the company needs to meet the requirements stated in the guidelines issued on the striking off.

A company may apply to the Registry of Companies and Business Names (ROCBN) to strike its name off the Register pursuant to Section 287B of the Companies Act (Chapter 39) via Companies Act (Amendment) Order, 2018. ROCBN may approve the application if there is reasonable cause to believe that the company is not carrying on business, and that the company is able to satisfy the criteria for striking off.

ROCBN does not specify any minimum period for a company to be inactive or dormant before applying for striking off. If the company has ceased business activities or has been dormant or inactive for any period, it may consider having its name removed from the register.

The company shall retain the records pursuant to Section 121 (1A) of the Companies Act, Chapter 39 for a period of not less than 7 years from the end of financial year in which the transaction or operations to which those records relate, are completed.

Once the application to strike off is received or it is approved, the first notice to strike off will be sent via letter to the company. If there are no objections received, the Registry will issue a notice to gazette the striking off of the company, after one month from the first notice is issued.

The following person(s) can apply for striking off a company:

  • (1) Company Directors;
  • (2) Company Secretary; and
  • (3) Appointed Corporate Service Providers.

A newly incorporated company that is dormant can apply for striking off as provided in the guidelines.

It is advisable for the company to file all the outstanding Annual Returns before submitting an application for striking off to prevent possible enforcement action taken for non-compliance. This is in the event that the striking off application is not successful, the company’s status will revert to live, and the company have to comply will all the statutory obligations under the Companies Act (Chapter 39), including filing the Annual Returns.

If a company is neither carrying on business nor operation, the registrar may take action to strike a company off the register.

The registrar may take this action if he has reasonable cause to believe that a company is not carrying on business or in operation. Before striking a company off the register, the registrar is required to post to company’s registered office to inquire whether it is still carrying on business or in operation. If the Registrar is satisfied that it is not, the Registrar will publish a notice in the relevant Gazette stating the Registrar’s intention to strike the company off the register unless the Registrar is shown reason not to do so. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.

If you need your company to remain on the register, the company must ensure to comply to the statutory obligations set out in the Companies Act such as filing of Annual Returns within 28 days after its Annual General Meeting (AGM) held. Failure to hold an Annual General Meeting may also result in default of an offence and liable on conviction to a fine exceeding $5,000 and a default fine. Please refer to “Guide to Compliance” brochure for more information about compliance.