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A Brunei Limited Liability Company (LLC) is governed by Chapter 39 of the Companies Act of 1984 [Amended in 2017] (hereafter called the “Act”).
The LLC can be completely incorporated by foreigners as the shareholders can be from anywhere in the world.
Brunei is located on the South China Sea near Borneo. Its official religion is Islam. The official name is “The Islamic Sultanate of Brunei Darussalam”.
Brunei was a part of the British Empire and gained its independence in 1984 and has remained as a member of the British Commonwealth. Politically, it is an Islamic Monarch with no democratic process and completely controlled by the Sultan. Its political system is described as a “unitary Islamic absolute monarchy”.
Economically, although Brunei is a small country, its economy is very wealthy with natural gas and crude oil production accounting for about 90% of its GDP. Its liquefied natural gas production is ranked 9th in the world. In addition, Brunei is the 4th largest producer of oil in Southeast Asia.
A Brunei Limited Liability Company (LLC) can enjoy these benefits:
• Complete Foreign Ownership: Foreigners can own all of the shares in a LLC.
• Limited Liability: Shareholders’ liabilities are limited to their contributions to the share capital.
• Two Shareholders: A minimum of two shareholders are required to incorporate a LLC.
• No Minimum Capital: There is no minimum authorized share capital.
• English: Brunei is a member of the British Commonwealth after being a British Territory. English is one of its official languages.
Brunei Limited Liability Company (LLC) Name
LLC’s can’t use the same or similar name as another Brunei legal entity.
Since LLC’s are known as a private limited company, their company name must end with those words in its primary official language Malay which is “Sendirian Berhad” or their abbreviation of “SDN BHD”.
The first step towards incorporation is to research available company names available at the Registrar of Companies.
Then, file the following documents with the Registrar of Companies:
• Articles of Association;
• Directors’ names and signed consents to act as directors;
• Statutory Declaration of Compliance;
• Registered office address; and
• Copies of shareholders’ passports or identity cards.
After approval, the Registrar issues a Certificate of Corporation.
A minimum of two shareholders is required to incorporate. They can be citizens of and reside in any country. Shareholders may be natural persons or legal entities. The maximum number of shareholders is 50.
Shareholders are restricted from transferring their shares. They cannot sell shares or debentures to the public.
A register of the names of all shareholders must be kept at the registered office with all shareholders having access to inspect. However, this register is private and is not available to the public.
The minimum requirement is two directors where one must be a Brunei citizen. Otherwise, the other director may be a citizen of any country and can reside anywhere in the world.
Shareholders’ liability is limited to their contributions towards the share capital.
Registered Office and Agent
Every LLC must appoint a local registered agent and maintain a registered office address.
No requirements exist for a minimum authorised share capital.
A LLC is subject to corporate tax rate of 22% on profits. Annual tax returns must be filed with the Collector of Income Tax of the Ministry of Finance.
Brunei has no capital gains tax, or sales taxes, no Value Added Tax (VAT), no export taxes, payroll taxes, or personal income tax.
Auditor and Accounting
Every LLC must appoint a registered local auditor who prepares an annual profits and losses account with a balance sheet report to the Ministry of Finance. The annual returns must include information about the shareholders and directors.
In addition, LLC’s must maintain books of directors, managers, and shareholders meetings.
Annual meetings of the shareholders are required.
The names of the shareholders and directors are filed with the Registrar of Companies and available to the public.
Incorporating a LLC may take up to five business days.
Shelf companies can be purchased in Brunei for faster incorporation.
A Brunei Limited Liability Company (LLC) can take advantage of these benefits: 100% foreign ownership, limited liability, no minimum share capital, two shareholders minimum requirement, and English is its second official language.