Brunei Branch Office

A foreign company that wishes to establish a business in Brunei and does not incorporate as a local company, must register as a branch, of the foreign company.

The Companies Act stipulates the requirements for the registration of a branch of a foreign company in Brunei. The procedure is similar to that of incorporating a local company but the documents required to be filed with the Registrar of Companies differ slightly. The filing documents required are as follows:

A certificated true copy of the Charter, Statutes or Memorandum and Articles of Association or other instruments defining the constitution of the foreign company - authenticated in English;
An original copy of the Board Resolution approving the registration of a Branch in Brunei; and
A list of directors together with their particulars and the names and addresses of one or more persons residing in Brunei authorised to accept notices on the company's behalf.

The branch must have a registered office in Brunei Darussalam and must appoint a local agent. On registration, a foreign company is entitled to the same powers and authority as a local company.

Branches of foreign companies are required to file a copy of their head office annual financial accounts with the Registrar of Companies every year. Branches are also required to prepare branch accounts for tax computation.

Registration fees payable in respect of the registration of a branch depend on the authorised share capital of the holding company but are 50% of the fees payable for locally incorporated companies.

Upon approval of the company, the following documents should be lodged with the Registrar of Companies within the stipulated reservation period:

Board resolution approving the branch registration in Brunei Darussalam
Certified true copy of the Certificate of Incorporation of the parent company
Letter of undertaking
List of directors of parent company
Power of Attorney on the appointment of authorised person
Statutory declaration executed by the authorised person

The registration process typically takes about 5 to 6 weeks to finalise before a certificate of registration is issued, at which time the branch may commence business.