Procedures for establishing a company in Brunei

Brunei Darussalam, with its stable economy and favorable business environment, is increasingly attracting the interest of international investors. Setting up a company here is not too complicated if you master the process and procedures. Viet An Law would like to guide you through the procedures for establishing a company in Brunei. This will be a useful start to your investment journey.

Procedures for registering to keep a name when establishing a company in Brunei

Registering a company name (also known as pre-registration, company name reservation) is an important step in the process of setting up a company in Brunei. The purpose of this is to ensure that the company name you want to use has not been registered by someone else and that you have priority in using that name when completing the incorporation procedure.

Why do I need to register to keep my company name?

• Ensure uniqueness: Avoid duplicating the company name with previously registered businesses, causing confusion and legal disputes.
• Guarantee priority: Keep the company name until you complete the incorporation procedures, preventing others from registering it during this time.
• Branding: A company name is an important part of a brand, registering to keep your name helps you start building your brand from the beginning.

Registration process for holding a company name in Brunei

• Choose a company name: Choose a few expected company names. There should be at least 2-3 options in case the preferred company name has been registered.
• Name Availability Check: You conduct a name check through the Business Registry’s system.
• Filing a name retention application: Proceed to file a name retention application with the Business Registry. The application usually includes information about the company name, the intended type of company, and the registrant’s information.
• Approval and issuance of a name retention certificate: If the company name is accepted, the Business Registry will issue a name retention certificate. This certificate is usually valid for a certain period of time (e.g., 30 days, 60 days), during which time you need to complete the company incorporation procedures.

Company Name Requirements in Brunei

The company name must not be identical or confusing to the names of the registered companies.

• The company’s name must not violate fine customs or laws.
• The company name must usually end with the words “Sendirian Berhad” (Sdn Bhd) for a private limited liability company or “Berhad” (Bhd) for a public company.

Company Incorporation Procedures in Brunei

KYC Documents

These are documents used to verify the identity of individuals related to the company, in order to comply with anti-money laundering and terrorist financing regulations.

• For Directors and Shareholders who are individuals, it is necessary to provide the following documents:
  • Passport: Valid notarized copy.
  • Identity card/ID card (if any): Notarized copy.
  • Proof of residential address: Utility bill, bank bill, or equivalent document with current residential address (usually not older than 3 months).
  • Resume: A brief description of the study and work process.
• For Shareholders (legal entities – companies):
  • Business Registration Certificate/Establishment License: Notarized copy.
  • Company charter: Notarized copy.
  • List of members/shareholders: Latest update.
  • Financial statements: To demonstrate financial capacity.

Documents for establishing a company in Brunei

• Confirmation of company name reservation
• Documents proving the address of the head office
• Memorandum and Charter of the Company:
  • Memorandum of Understanding: Define the objectives, scope of activities, charter capital and responsibilities of members.
  • Company Charter: Regulations on organizational structure, management, rights and obligations of members, meeting process and other internal matters.
• Business Plan: A detailed description of the business, strategy, market analysis, financial plan, etc. Often required when applying for a special business license.
• Other business licenses: Depending on the line of business, it may be necessary to obtain additional licenses from specialized authorities (e.g., licenses to operate banking, insurance, telecommunications, etc.).