Company formation in Brunei Darussalam

One of the most popular company forms in Brunei is Private Limited Company (PLC), in Malay - Sendirian Berhad (Sdn Bhd)

18.5%

is corporate income tax (CIT) rate in Brunei

0%

is personal income tax (PIT) rate in Brunei

0%

is Value Added Tax (VAT) rate in Brunei

Procedure for registration a company in Brunei

Step 1. Initial Setup

  • Initiating a preliminary project assessment
  • Preparation and filing of the package of documents

Step 2. Company registration

  • Choosing and reserving a company name with the Brunei Registry of Companies and Business Names (ROCBN) online (you are required to create an account in One Common Portal)
  • Preparation of the required documents (Memorandum and Articles of Association, ​Consent to Act as a Director form, ​List of Directors Form (Form X), etc.)
  • Company registration with the ROCBN
  • Obtaining the Certificate of incorporation
  • Opening a bank account for the company
  • Opening a corporate bank account
  • Registration for tax and social security purposes (automatically after company registration)
  • Obtaining licenses and permits (if applicable)

We also can help with:

  • Company secretarial services
  • Preparing apostilled documents
  • Further legal support

Requirements for a Sdn Bhd in Brunei

Before deciding to set up a new company in Brunei, read the information below to understand the characteristics of a Sendirian Berhad:

The type of company is a Sendirian Berhad or Sdn Bhd (PLC).

Number of directors/shareholders - minimum of 2 directors and 1 of them must be ordinarily resident in Brunei, but If there are more than 2 directors, 2 of them must be residents; must not declared bankrupt; must be at least 18 years of age / 2 shareholders (maximum of 50) which must not be bankrupts.

Company secretary - no requirements.

Share capital - minimum of BND 1 authorised share capital.

Liability - shareholders’ liabilities are limited to their contributions to the share capital.

Accounting - annual reports must be filed.

Document requirements:

  • Signed copy of National Registration Identity Card(s) (NRIC(s)) (passport(s) – for foreign directors with no NRIC issued to them)
  • If you applied for Ordinarily Resident status, a Certificate of Ordinarily Resident (if a director is an ordinarily resident) is a requirement
  • Power of Attorney (in case of a remote company registration)
  • Certified company documents (if one of the shareholders is going to be a foreign company)
  • 3 options of your desired company name
  • Company contact email address
  • Short description of your companies’ activity

Taxation in Brunei:

Corporate income tax (CIT): 18.5%; companies engaged in oil and gas industries are taxed at a flat rate of 55%; companies having gross sales or turnover of BND 1 million or less are exempted from CIT or charged with a 0% CIT.

Personal income tax: 0%.

Value added tax: 0%.

Withholding tax: dividends - 0%; interests - 2.5%; royalties - 10%.

In addition, Brunei has no capital gains, inheritance, wealth, sales, export, manufacturing, payroll taxes.

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