Companies

Resources

The following are a list of fees applicable for transactions relating to:

No. ​List of Services Associated Fees
01 Incorporation of a Company $300
02 Registration of a Foreign Branch of Company Minimum of $150
03 Filing of Annual Returns $50
04 Update Director Details $30
05 Change of Company Name $100
06 Update Memorandum of Articles of Association $120
07 Update Company Address $30
08 Allotment of Shares $30
09 Transfer of Shares $30
10 Application to Strike of a Company $30
11 Lodgement/clearance for notice of objection to striking off $10
12 Withdrawal of striking off $10

*Depending on Company’s Share Capital

All companies must be registered with the Registry of Companies, Ministry of Finance.

What is a Company?

A company is a business entity that is registered under the Companies Act, Chapter 39. It has a legal personality which means that it has the right to own properties, have a perpetual succession and can sue or be sued in its own name. It is identifiable with the word "Sdn Bhd‟ and "Bhd‟.

A company must have at least 2 shareholders and at least 2 directors.

Who are eligible to be a director?

  • If there are only 2 directors, one of the directors must be ordinarily resident. If there are more than 2 directors, at least 2 of them must be ordinarily resident.
  • Not a declared bankrupt
  • Must be at least 18 years of age

What are the types of company?

Types of Companies Definition
Private Company Up to 50 or fewer shareholders and restricted in share transfer
Public Company Has more than 50 shareholders and can offer shares and debentures to the public
Foreign Company A branch of Foreign company registered in another country

What are the required documents?

Local Company

  • Signed copy of NRIC (s) [Passport (s) – for foreign directors with no NRIC issued to them]
  • Forms (Consent to act as directors, Form X – List of Directors particulars)
  • Memorandum and Articles of Association (which includes share capital and allotment of shares)
    Downloadable Forms are available in OCP under Companies Resources & Guides.
  • If you applied for Ordinarily Resident status, a Certificate of Ordinarily Resident
    (if a director is an ordinarily resident) is a requirement

To download guidelines and application forms for Ordinarily Resident ( click here )

Foreign Branch Company

  • Consent letter from main branch
  • Certificate of incorporation or registration in place or origin or similar document (must be certified copy)
  • Memorandum and Articles of Association or similar documents (must be certified copy)
  • Memorandum of Appointment or Power of Attorney stating the name and address of 2 or more individual’s resident in Brunei Darussalam who are authorised to accept service of process and any notices, made under seal of the company incorporated outside Brunei Darussalam
  • Company Resolution
  • List of directors (Form IV(F))
  • List of Authorised person
  • Undertaking letter
  • Notice of the situation of its registered office in Brunei Darussalam

Step 01 Create your OCP account by logging on to www.ocp.mofe.gov.bn
Step 02 Once successfully logged in, on the top right of your dashboard, click on +New Entity
Step 03 Select Incorporate a Company (either Private, Public, or Brach of a Foreign Company)
Step 04 Fill in the online form, upload supporting documents and click Submit.
Step 05 The overall cost for company incorporation has been set to $300.00 which can be paid for online.
Step 06 Once the company incorporation application has been approved, an electronic Certificate of Incorporation and online receipt will be emailed.

Your ‘Certificate of Incorporation’ confirms the company legally exists and shows the company number and date of formation. Successfully incorporated companies will also be automatically registered with Revenue Division and Tabung Amanah Pekerja (TAP)

  • Memorandum and Articles of Association

  • Annual Returns Form

  • Consent to Act as a Director Form

  • List of Directors Form (Form X)

  • Notice of Change in the Situation of Registered Office

  • Notice of Increase in Nominal Capital

  • Return of Allotment of Shares

  • Return of Alteration in list of directors or particulars of Directors of a Company Incorporated outside Brunei Darussalam [Form (IV)F]

  • Return of Alteration in the names or addresses of the person resident in Brunei Darussalam authorised to accept service on behalf of a company (Foreign Company) [Form (V)F)]

  • Notice of Situation of Registered Office in Brunei Darussalam

  • Return of alteration in the charter, statutes, memorandum, or articles of association or other instrument constituting or defining the constitution of a company (Foreign Company) [Form III]

A company is a business entity that is registered under the Companies Act, Chapter 39. It has a legal personality which means that it has the right to own properties, have a perpetual succession and can sue or be sued in its own name. It is identifiable with the word "Sdn Bhd‟ and "Bhd‟.

Yes, as long as the name you choose does not contain words that are restricted or protected.

The words below are restricted within a Business Name:
Brunei, Mosque, God, Royal, Pusat, Kg, Diraja, Teramat mulia, National, Club, Society, Co-operative, Savings, Trust and Trustee.

The proposed name will be validated by the system and will show a message stating that the name is similar or identical to an existing registered/proposed Business Name. If the name is similar or almost identical to existing/registered Business Names, it will be reviewed by the Registrar and may be subsequently rejected.

Private Company Up to 50 or fewer shareholders and restricted in share transfer
Public Company Has more than 50 shareholders and can offer shares and debentures to the public
Foreign Company A branch of Foreign company registered in another country

  • Signed copy of NRIC (s) [Passport (s) – for foreign directors with no NRIC issued to them]
  • Forms (Consent to act as directors, Form X – List of Directors particulars)
  • Memorandum and Articles of Association (which includes share capital and allotment of shares)

Downloadable forms are available in the One Common Portal under Companies Resources and Guides.

Downloadable forms are available in the One Common Portal under Companies Resources and Guides.

  • Consent letter from main branch
  • Certificate of incorporation or registration in place or origin or similar document (must be certified copy)
  • Memorandum and Articles of Association or similar documents (must be certified copy)
  • Memorandum of Appointment or Power of Attorney stating the name and address of 2 or more individual’s resident in Brunei Darussalam who are authorised to accept service of process and any notices, made under seal of the company incorporated outside Brunei Darussalam
  • Company Resolution
  • List of directors (Form IV(F))
  • List of Authorised person
  • Undertaking letter
  • Notice of the situation of its registered office in Brunei Darussalam

Please refer to Resources and Guides section.

The fee for Incorporation of a Private or Public Company is BND300.00. The fee for Registering a Branch of a Foreign Company is calculated based on a graduated scale and will be displayed in the fee payment page.

Yes, a Corporate Agent/Secretariat must first create an account with the system. Once logged on you may proceed with completing applications online on behalf of the Directors, etc.

You will also be able to provide the Director with authority to view their own company details.

Your Certificate of Incorporation will be emailed to you upon approval of your application. Alternatively, you will be able to go to your dashboard and select the company. In the view company screen, click on ‘Request Certificate’. From here you will be print a copy of the certificate.

Such notification typically indicates that ROCBN has found your application to be in lack of certain information. ROCBN will state the reason why your application has been returned. Simply provide the required information/documents and re-submit the application. The application will then be sent back to ROCBN again for their review.

A director is the person appointed by the shareholders to manage a company on behalf of its shareholders. He must make decisions objectively and in the best of interests of the company.

  • A director must be at least 18 years old; payment is being processed
  • There must be two (2) directors or more. One of the 2 directors, or where there are more than two directors, at least 2 of them shall be Ordinarily Resident in Brunei Darussalam: and
  • Not a declared bankrupt

For those with Yellow and Red IC holders, they are automatically considered as Ordinarily Resident.

Yes, but at least one director must be Brunei Ordinarily Resident.
If there are 3 or above foreign director, then at least 2 directors of Brunei Ordinarily Resident must be appointed.

Yes. Any person who consents to act as director must discharge his duties as required under the Companies Act.

  • A Shareholder can be either a Brunei National Citizen / Permanent Resident or a Foreigner; and
  • There must be at least two (2) Shareholders.

Shareholders own the company and are entitled to the profits of the company.
Directors are responsible for the governance and oversight of the company.

Log on to your account. In your Dashboard under ‘My Items’ select your company. Once in the View Company page you will be able to update details under each section.

The following are the type of changes that must be filed:

For Private Companies

  • Change of Company Name
  • Change of Memorandum & Articles of Association
  • Change of Particulars of Directors
  • Change of Registered Office Address
  • Change of Share Capital or Transfer of Shares
  • Change of Shareholding details
  • Change of Principal Activity

For Foreign Companies

  • Change of Company Name
  • Change of Memorandum & Articles of Association
  • Change of Particulars of Directors
  • Change of Registered Office Address
  • Change of Particulars of Agents / Authorised Persons

Yes, for each change in company details, there will be a fee. Below is a summary of fees:
No. ​List of Services Associated Fees
01 Change of Company Name (local/foreign)* $100.00
02 Change of Business Sector $120.00
03 Update Director Details $30.00
04 Update Address Details* $30.00
05 Update Memorandum and Articles of Association* $120.00
06 Increase Share Capital $100.00
07 Allotment of Shares $30.00
08 Transfer of Shares $30.00

*Penalty will be incurred whenever application is overdue for submission to the Registrar of Companies.