Company formation in Brunei

Brunei offers various opportunities for foreigners wishing to establish a business. The country actively encourages foreign investment and provides a range of incentives to facilitate it.

Legal forms and ownership

Foreigners can establish companies in Brunei with full foreign ownership, depending on the sector and related local regulations. There are no specific restrictions on foreign shareholding; however, local participation in both capital and management is encouraged. Brunei recognises three main legal forms for foreign entrepreneurs: the public company, the private limited company and the International Limited Partnership.

Taxes and incentives

Brunei offers tax advantages compared to many other countries. There is no personal income tax or capital gains tax, and no VAT. The standard corporate income tax rate is 18.5% from BND 1,000,000 (approximately €710,000).
Governmental entities and banks in Brunei provide several options to invest in growth, including interest-free loans, cost-free licences, and exclusive rights in certain markets.

Registration requirements

Companies in Brunei must be incorporated locally and registered with the Registrar of Companies (ROC).
Private companies are required to have at least two and no more than fifty shareholders. In addition, at least half of the directors must be residents of Brunei.

Incorporating a private limited company in Brunei

A private limited company in Brunei is called a Sdn Bhd (Sendirian Berhad). The following matters must be arranged for incorporation and can be handled by us:

1. Incorporation of an Sdn Bhd
   Preparation and filing of the required documents with the Registrar of Companies (ROC), obtaining the certificate of incorporation, and preparing other statutory documents as necessary.

2. Appointing local director and related secretarial services
   Provision of a locally appointed director to meet statutory requirements; representation at meetings and signing of corporate documents where necessary; preparation and maintenance of statutory records, board resolutions, regulatory compliance, and filings to satisfy all corporate governance requirements.

3. Corporate bank account
   Preparation of all documents required to open a corporate bank account with a bank of your choice. Note: physical presence is required.

4. Registered office address
   Provision of an annual business address to serve as the company’s official registered address in Brunei.

5. Mandatory insurance for employees and safety
   Arrangement of insurance coverage for entrepreneurs and employees to meet statutory requirements, including mandatory coordination for security/safety insurance to protect employees and premises. Insurance coverage is mandatory in Brunei.

6. Annual filings and related administrative handling
   Preparation of board resolutions, annual general meetings, filing of annual (tax) returns and related matters.

7. Work permit for entrepreneurs and employees
   Arrangement of work permits for the entrepreneur and employees, including JCB processing, submission and approval through JobCentre Brunei, and Labour Department (LD) approval to obtain foreign-worker quotas. NLMS registration and visa approval through the Immigration Department are also handled.

Investment for incorporating a private limited Company in Brunei

The investment for the above services is €7,950, and the average incorporation timeline is between 1 and 3 months. Please note that Brunei requires companies to maintain business premises and proper accounting/administration. This should be factored into your planning, especially in terms of cost. The (minimum) costs for these items are estimated at approximately €8,000 per year.

Learn more about setting up a company in Brunei

Feel free to contact Nomair van Wijk at nomair [at] keenconcepts.nl or by phone at +31 6 57912496 or +673 823 1488.