Skip to content
bruneilawsby aturio
In force2021 Revised Edition
Contents

Act

Companies Act

Setting up and regulating companies, local and foreign

In plain English

Not legal advice

The Companies Act provides for forming and registering companies in Brunei Darussalam. It governs how a company deals with its members, its creditors and the public. It also sets the conditions for companies formed outside Brunei Darussalam to do business there. It applies to every company registered in Brunei Darussalam, wherever the company does business. For some purposes, a person who has made a contract to buy a share is treated as having an interest in that share.

Summary · Drafted with AI, checked against the official text on 30 Sep 2026.

Official textFrom Attorney General's Chambers, unchanged

s 1Citation

This Act may be cited as the Companies Act.

s 2Interpretation

(1)

In this Act -

"accounting corporation" means a company approved or deemed to be approved as an accounting corporation under the

Accountants Order, 20 10 (S 1 15/20 10);

"accounting entity" means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership;

"accounting firm" means a firm approved or deemed to be approved as an accounting firm under the Accountants Order, 2010

(S 11 5/20 10);

22

Companies

"accounting limited liability partnership" means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Order, 20 10 (S 1 15/20 10);

"accounting records", in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporations are made up;

"accounting standards" means the accounting standards made or formulated by the Accounting Standards Council under Part I11 of the Accounting Standards Order, 20 10 (S 1 16/20 10) and applicable to companies and to companies to which Part 9 applies in respect of their operations in Brunei Darussalam for the purposes of this

Act;

"accounts" means profit and loss accounts, or income and expenditure accounts, and balance sheets referred to in section 122

and includes notes (other than auditors' reports or directors'

reports) attached or intended to be read with any of those profit and loss accounts, income and expenditure accounts or balance sheets;

"annual general meeting", in relation to a company, means a meeting of the company required to be held by section 11 l(1);

"annual return" means the return required to be made, in the case of a company having a share capital, under section 107, and in the case of a company not having a share capital, under section 108;

"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in

Table A in Schedule 1 ;

"book and paper" and "book or paper" include accounts, deeds, writings and documents;

"certified", in relation to a copy of a document, means certified in the prescribed manner to be a true copy of that document and, in relation to a translation of a document, means certified in the

Companies

CAP. 39 23

prescribed manner to be a correct translation of that document into the English language;

"charge" includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;

(deleted by S 27/2019);

"company" means a company incorporated or registered under this

Act;

"company limited by guarantee" means a company referred to in section 4(2)(b);

"company limited by shares" means a company referred to in section 4(2)(a);

"corporation" means any body corporate formed, incorporated or existing in Brunei Darussalam or outside Brunei Darussalam and includes any company to which Part 9 applies and any limited liability partnership but does not include -

(a)

any body corporate incorporated in Brunei Darussalam which is by notification published in the Gazette declared to be a public body or agency of the Government or a body corporate which is not incorporated for commercial purposes;

(b)

any corporation sole;

(c)

any co-operative society;

(d)

any registered trade union;

"Court" used in relation to a company means the Court having jurisdiction to wind up the company;

"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;

"default fine" means a default fine within the meaning of section 3 14;

"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a

24

Companies corporation are accustomed to act and an alternate or substitute director;

"document" includes summons, notice, order, and other legal process, and registers;

"executive director" means a director who is concurrently an executive officer and "non-executive director" shall be construed accordingly;

"executive officer" means any person, by whatever name described, who -

(a)

is in the direct employment of, or acting for or by arrangement with, the company; and

(b)

is concerned with or takes part in the management of the company on a day-to-day basis;

"financial year", in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not;

"foreign company" means any company incorporated outside

Brunei Darussalam which has established a place of business in

Brunei Darussalam under Part 9;

[S 33/2016]

"limited company" means a company limited by shares or by guarantee;

"limited liability partnership" has the meaning given to it by section 5(1) of the Limited Liability Partnerships Order, 2010

(S 1 1 7/20 10);

"manager", in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director;

Companies

CAP. 39 25

"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;

"Minister" means the Minister of Finance and Economy;

[S 2 7/2019]

"officer", in relation to a corporation, includes -

(a)

any director or secretary of the corporation or a person employed in an executive capacity by the corporation;

@)

a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and

(c)

any liquidator of a company appointed in a voluntary winding up, but does not include -

(i)

any receiver who is not also a manager;

(ii)

any receiver and manager appointed by the Court;

(iii)

any liquidator appointed by the Court or by the creditors; and

(iv)

an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order,

2016 (S 112016);

"Permanent Secretary" means the Permanent Secretary, Ministry of Finance and Economy;

(deleted by S 1/2016);

"private company" means -

(a)

any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the

Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company;

@)

any company incorporated as a private company by virtue of section 29; or

26

Companies

(c)

any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;

"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;

"public agency" includes -

(a)

the Government, including any ministry, department or agency;

(b)

any board, commission, committee or similar body, whether corporate or unincorporated, established by or under any written law for a public functions;

(c)

any other board, commission, committee or similar body appointed by the Government or by statutory body, for a public purpose;

"public company" means a company other than a private company;

"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant

Registrar;

"related corporation", in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation by virtue of section 129A;

[S 331201 61

"resident in Brunei Darussalam" has the same meaning as in section 2 of the Lncome Tax Act (Chapter 35);

(deleted by S 2 7/2019);

"securities exchange" means securities exchange as defined in section 2(1) of the Securities Markets Order, 20 13 (S 59/20 13);

Companies

CAP. 39 27

"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;

"statutory report" means the report referred to in section 112(2);

"Table A" means Table A in Schedule 1 ;

"unlimited company" means a company formed on the principle of having no limit placed on the liability of its members;

"voting share", in relation to a body corporate, means an issued share in the body corporate, not being -

(a)

a share to which, in no circumstances, is there attached a right to vote; or

(6)

a share to which there is attached a right to vote only in one or more of the following circumstances -

(i)

during a period in which a dividend (or part of a dividend) in respect of the share is in arrear;

(ii)

on a proposal to reduce the share capital of the body corporate;

(iii)

on a proposal that affects rights attached to the share;

(iv)

on a proposal to wind up the body corporate;

(v)

on a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;

(vi)

during the winding up of the body corporate.

[S 331201 61

(2)

A person is not deemed, within the meaning of any provision in this Act, to be a person in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity.

28

Companies

s 3Application

This Act applies to every company registered in Brunei

Darussalam irrespective of the place or places where the business of such company may be carried on.

Interest in shares p 44/20] 71 3A.

(1)

This section has effect for the purposes of sections 63A,

63B, 63C, 63D, 63E, 63F, 145A and 147A.

(2)

Subject to the provisions of this section, a person has an interest in shares if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares.

(3)

For the purposes of subsection (2), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular shares is, or is capable of being made, subject to restraint or restriction.

(4)

Where any property held in trust consists of or includes shares and a person knows, or has reasonable grounds for believing, that he has an interest under the trust, he is deemed to have an interest in those shares.

(5)

A unit in a collective investment scheme referred to in

Part IX of the Securities Markets Order, 20 13 (S 59/20 13) -

(a)

that is issued or offered to the public for subscription or purchase, or for which the public is invited to subscribe for or purchase, and that has been so subscribed or purchased; or

(b)

that is issued for the purpose of an offer to the public by and is held by the manager concerned within the meaning of section 207 of the Securities Markets Order, 20 13 (S 59/20 13), does not constitute an interest in a share.

(6)

Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and -

Companies

CAP. 39 29

(a)

the body corporate is, or its directors are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of a person;

or

(b)

a person has a controlling interest in the body corporate, that person is deemed to have an interest in that share.

(7)

Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and -

(a)

a person is;

(b)

the associates of a person are; or

(c)

a person and his associates are, entitled to exercise or control the exercise of not less than 20 per cent of the voting power in the body corporate, that person is deemed to have an interest in that share.

(8)

For the purposes of subsection (7), a person is an associate of another person if the first-mentioned person is -

(a)

a subsidiary of that other person;

(b)

a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share referred to in subsection (7); or

(c)

a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share referred to in subsection (7).

30

Companies

(9)

Where a person -

(a)

has entered into a contract to purchase a share;

(b)

has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

(c)

has the right to acquire a share, or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or

(d)

is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which he is the registered holder, that person is deemed to have an interest in that share.

(10)

A person is not deemed not to have an interest in a share by reason only that he has the interest in the share jointly with another person.

(11)

It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share.

(1 2) There shall be disregarded -

(a)

an interest in a share, if the interest is that of a person who holds the share as bare trustee;

(b)

an interest in a share, if the interest is that of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;

Companies

CAP. 39 31

(c)

an interest of a person in a share, if that interest is an interest held by him by reason of his holding a prescribed ofice;

and

(d)

a prescribed interest in a share, being an interest of such person, or of the persons included in such class of persons, as is prescribed.

(13)

An interest in a share shall not be disregarded by reason only of -

(a)

its remoteness;

(b)

the manner in which it arose; or

(c)

the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction.

Part

Incorporation of Companies and Matters Incidental Thereto

Read on from Part

Part

Share Capital and Debentures Prospectus

Read on from Part

Part 3

Read on from Part 3

Part

Management and Administration Registered Office and Name

Read on from Part

Part 5

Read on from Part 5

Part 6

Read on from Part 6

Part 7

Read on from Part 7

Part 8

Read on from Part 8

Part 9

Read on from Part 9

Part

Restrictions on Sale of Shares and Offers of Shares for Sale

Read on from Part

Part

Prohibition of Partnerships with More Than Twenty Members

Read on from Part

Part

Enforcement and General Provisions

Read on from Part

Schedules