Compliance

A company must file Annual Returns with the Registry of Companies within 28 days after the Annual General Meeting (AGM)

A company’s first AGM should be held within 18 months after incorporation.

Subsequent AGM‟s must be held once every calendar year and cannot be more than 15 months apart.

A company must appoint an auditor and have its accounts audited. A company need not submit its audited accounts to the Registrar of Companies. However, audited accounts are required to be submitted to the Collector of Income Tax with its Income Tax Returns.

What is the meaning of Dormant Company?
A company is considered dormant during a period in which no accounting transaction occurs.

My company is dormant. Can a dormant company be exempted from filing the Annual Returns?
NO. Every company is still required to file its Annual Returns.

My company is dormant, does it still need to hold an AGM?
YES. an AGM must be held.

As the only local director of a company, am I allowed to resign?
NO. the Companies Act requires every company to have at least one director who is ordinarily resident in Brunei Darussalam.

If I become bankrupt, must I resign?
YES.

What happens if the director(s) of a company becomes bankrupt and there are no more directors left in the company?
The shareholders have to appoint new director(s).

A company has two directors, one local and one foreigner. If the foreign director cannot be contacted, will the local director be held responsible for the company?
YES. Any person who consents to act as director must discharge his duties as required under the Companies Act.

If I am ignorant of the law and I consent my name being used as a director to incorporate a company, will I be held responsible for the company?
YES. A person who consents to act as a director must discharge his duties as required under the Companies Act. IGNORANCE OF THE LAW IS NO EXCUSE.

Can a ‘sleeping’ director be issued with a summons?
YES. The law does not give any distinction between an “active” or a “sleeping” director. Any person who consents to act as a director must discharge his duties as required under the Companies Act. He is liable for prosecution if he does not carry out his legal obligation

As the only local director of a company, am I allowed to resign?
NO. the Companies Act requires every company to have at least one director who is ordinarily resident in Brunei Darussalam.

If I become bankrupt, must I resign?
YES.

What happens if the director(s) of a company becomes bankrupt and there are no more directors left in the company?
The shareholders have to appoint new director(s).

A company has two directors, one local and one foreigner. If the foreign director cannot be contacted, will the local director be held responsible for the company?
YES. Any person who consents to act as director must discharge his duties as required under the Companies Act.

If I am ignorant of the law and I consent my name being used as a director to incorporate a company, will I be held responsible for the company?
YES. A person who consents to act as a director must discharge his duties as required under the Companies Act. IGNORANCE OF THE LAW IS NO EXCUSE.

Can a ‘sleeping’ director be issued with a summons?
YES. The law does not give any distinction between an “active” or a “sleeping” director. Any person who consents to act as a director must discharge his duties as required under the Companies Act. He is liable for prosecution if he does not carry out his legal obligation.

All companies, whether previously registered under eRegistry or ROC System will be able to file their Annual Returns online via the One Common Portal (OCP).

Step 01 Log on to www.ocp.mofe.gov.bn and log in with your OCP account.
Step 02 Under My Entities, click on the company for which Annual Returns are to be filed.
Step 03 In the General Details page of your company
Step 04 Click on the Registry button located on the top right of the page.
Step 05 Click Annual Return.
Step 06 Click File Annual Return.
Step 07 Review your company details and click the checkboxes provided.
Step 08 Select the AGM Date.
Step 09 Upload supporting documents.
Step 10 Click Submit.

  • CODE OF CORPORATE GOVERNANCE

  • COMPANIES (CORPORATE GOVERNANCE) (PUBLIC COMPANIES) RULES, 2016

  • FREQUENTLY ASKED QUESTIONS ON CORPORATE GOVERNANCE

A yearly statement which contains information of a company relating to its share capital, indebtedness, directors, shareholders, changes in directorships, corporate governance disclosures etc.

Filing of Annual returns yearly helps stakeholders to ensure that the company is administered in a proper way in the interest of its members and creditors.

Under section 109 of the Companies Act, a company must file their Annual Returns within 28 days from their Annual General Meeting (AGM).

A company’s first AGM should be held within 18 months after incorporation. Subsequent AGM’s should be held once every calendar year and should not be more than 15 months apart.

The company’s officers (e.g. director or secretary) can file the AR. Alternatively, the company can engage the services of a professional firm or a corporate service provider to file the AR on its behalf.

  • Cover Letter stating name of the public company and its registration number
  • Annual Return form
  • Date of AGM and proof
  • Audited Financial Statements

The fee payable for filing the Annual Return for a local company is BND$20.00.

A company is considered ‘dormant’ during a period which no accounting transaction occurs.

However, a ‘dormant’ company is still required to submit their Annual Returns. It will also be subject to fees payable to the Registrar and any fine/ default penalty paid to the Registrar.

Please note that section 312 of the Companies Act imposes a penalty for false statements made to the Registrar.

Failure to file the company’s Annual Return will result in a penalty for late lodgment as provided in the Companies Act.

The company’s directors may also be issued a summon for not complying with these provisions.

Yes, an application may be made to the Registrar via the portal for an extension to hold an AGM. The extension should be applied before your AGM deadline.

Company should provide the supporting documents stating the reason and proposed date of extension. The extension will then be reviewed by the Registry unit.

The fee for the extension is BND$200.
Click on this link for the guide on how to request for an extension for AR or AGM.

Yes. Annual Returns can be file online via the Portal.
Please refer to Resources and Guides section for steps to filing your annual returns.

Pursuant to section 302(3) of the Companies Act, a company incorporated outside Brunei Darussalam shall within 2 months of its AGM, lodge with the Registrar, a copy of its balance sheet made up to the end of its last financial year.