Companies Act · s 310

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310.
Restriction on offering of shares for subscription or sale
(1) It shall not be lawful for any person to go from house to house offering shares for subscription or purchase to the public or any member of the public.
In this subsection, "house" shall not include an office used for business purposes.
(2) Subject as hereinafter provided in this subsection, it shall not be lawful to make an offer in writing to any member of the public (not being a person whose ordinary business or part of whose ordinary business it is to buy or sell shares, whether as principal or agent) of any shares for purchase, unless the offer is accompanied by a statement in writing (which must be signed by the person making the offer and dated) containing such particulars as are required by this section to be included therein and otherwise complying with the requirements of this section, or, in the case of shares in a company incorporated outside Brunei Darussalam, either by such a statement as aforesaid, or by such a prospectus as complies with this Part:
Provided that the provisions of this subsection do not apply -
(a) where the shares to which the offer relates are shares which are quoted on, or in respect of which permission to deal has been granted by, any recognised stock exchange in Brunei
Darussalam and the offer so states and specifies the stock exchange;
(b) where the shares to which the offer relates are shares which a company has allotted or agreed to allot with a view to their being offered for sale to the public; or

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(c) where the offer was made only to persons with whom the person making the offer has been in the habit of doing regular business in the purchase or sale of shares.
(3) The written statement aforesaid shall not contain any matter other than the particulars required by this section to be included therein and shall not be in characters less large or less legible than any characters used in the offer or in any document sent therewith.
(4) The statement shall contain particulars with respect to the following matters -
(a) whether the person making the offer is acting as principal or agent, and if as agent the name of his principal and an address in Brunei Darussalam where that principal can be served with process;
(b) the date on which and the country in which the company was incorporated and the address of its registered or principal office in Brunei Darussalam;
(c) the authorised share capital of the company and the amount thereof which has been issued, the classes into which it is divided and the rights of each class of shareholders in respect of capital, dividends and voting;
(d) the dividends, if any, paid by the company on each class of shares during each of the 3 financial years immediately preceding the offer, and if no dividend has been paid in respect of shares of any particular class during any of those years, a statement to that effect;
(e) the total amount of any debentures issued by the company and outstanding at the date of the statement, together with the rate of interest payable thereon;
the names and addresses of the directors of the company;
(g) whether or not the shares offered are fully paid-up, and, if not, to what extent they are paid-up;

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Companies 0 whether or not the shares are quoted on, or permission to deal therein has been granted by, any recognised stock exchange in Brunei Darussalam or elsewhere, and, if so, which, and, if not, a statement that they are not so quoted or that no such permission has been granted;
(i) where the offer relates to units, particulars of the names and addresses of the persons in whom the shares represented by the units are vested, the date of and the parties to any document defining the terms on which those shares are held, and an address in Brunei Darussalam where that document or a copy thereof can be inspected.
In this subsection, "company" means the company by which the shares to which the statement relates were or are to be issued.
(5) If any person acts, incites, or causes or procures any person to act, in contravention of this section, he is guilty of an offence and liable on conviction to a fine of $2,000 and imprisonment for 6 months, and in the case of a second or subsequent offence a fine of $5,000 and imprisonment for one year.
(6) Where a person convicted of an offence against this section is a company (whether a company within the meaning of this Act or not) every director and every officer concerned in the management of the company shall be guilty of the like offence unless he proves that the act constituting the offence took place without his knowledge or consent.
(7) In this section, unless the context otherwise requires -
"shares" means the shares of a company, whether a company within the meaning of this Act or not, and includes debentures and units; and
"unit" means any right or interest (by whatever name called)
in a share, and for the purposes of this section a person shall not in relation to a company be regarded as not being a member of the public by reason only that he is a holder of shares in the company or a purchaser of goods from the company.

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CAP. 39 225
( 8 )  (a) Where any person is convicted of having made an offer in contravention of the provisions of this section, the Court before which he is convicted may order that any contract made as a result of the offer shall be void, and, where it makes any such order, may give such consequential directions as it thinks proper for the repayment of any money or the retransfer of any shares.
(b) Where the Court makes an order under this subsection
(whether with or without consequential directions) an appeal against the order and the consequential directions, if any, shall lie to the Court of Appeal.
PART 10A
[S 3 7/202 01
REGISTER OF CONTROLLERS AND NOMINEE
DIRECTORS OF COMPANIES
Application of this Part [S 37/2020]

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s 310Restriction on offering of shares for subscription or sale

(1)

It shall not be lawful for any person to go from house to house offering shares for subscription or purchase to the public or any member of the public.

In this subsection, "house" shall not include an office used for business purposes.

(2)

Subject as hereinafter provided in this subsection, it shall not be lawful to make an offer in writing to any member of the public (not being a person whose ordinary business or part of whose ordinary business it is to buy or sell shares, whether as principal or agent) of any shares for purchase, unless the offer is accompanied by a statement in writing (which must be signed by the person making the offer and dated) containing such particulars as are required by this section to be included therein and otherwise complying with the requirements of this section, or, in the case of shares in a company incorporated outside Brunei Darussalam, either by such a statement as aforesaid, or by such a prospectus as complies with this Part:

Provided that the provisions of this subsection do not apply -

(a)

where the shares to which the offer relates are shares which are quoted on, or in respect of which permission to deal has been granted by, any recognised stock exchange in Brunei

Darussalam and the offer so states and specifies the stock exchange;

(b)

where the shares to which the offer relates are shares which a company has allotted or agreed to allot with a view to their being offered for sale to the public; or

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CAP.39 223

(c)

where the offer was made only to persons with whom the person making the offer has been in the habit of doing regular business in the purchase or sale of shares.

(3)

The written statement aforesaid shall not contain any matter other than the particulars required by this section to be included therein and shall not be in characters less large or less legible than any characters used in the offer or in any document sent therewith.

(4)

The statement shall contain particulars with respect to the following matters -

(a)

whether the person making the offer is acting as principal or agent, and if as agent the name of his principal and an address in Brunei Darussalam where that principal can be served with process;

(b)

the date on which and the country in which the company was incorporated and the address of its registered or principal office in Brunei Darussalam;

(c)

the authorised share capital of the company and the amount thereof which has been issued, the classes into which it is divided and the rights of each class of shareholders in respect of capital, dividends and voting;

(d)

the dividends, if any, paid by the company on each class of shares during each of the 3 financial years immediately preceding the offer, and if no dividend has been paid in respect of shares of any particular class during any of those years, a statement to that effect;

(e)

the total amount of any debentures issued by the company and outstanding at the date of the statement, together with the rate of interest payable thereon;

the names and addresses of the directors of the company;

(g)

whether or not the shares offered are fully paid-up, and, if not, to what extent they are paid-up;

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(i)

where the offer relates to units, particulars of the names and addresses of the persons in whom the shares represented by the units are vested, the date of and the parties to any document defining the terms on which those shares are held, and an address in Brunei Darussalam where that document or a copy thereof can be inspected.

In this subsection, "company" means the company by which the shares to which the statement relates were or are to be issued.

(5)

If any person acts, incites, or causes or procures any person to act, in contravention of this section, he is guilty of an offence and liable on conviction to a fine of $2,000 and imprisonment for 6 months, and in the case of a second or subsequent offence a fine of $5,000 and imprisonment for one year.

(6)

Where a person convicted of an offence against this section is a company (whether a company within the meaning of this Act or not) every director and every officer concerned in the management of the company shall be guilty of the like offence unless he proves that the act constituting the offence took place without his knowledge or consent.

(7)

In this section, unless the context otherwise requires -

"shares" means the shares of a company, whether a company within the meaning of this Act or not, and includes debentures and units; and

"unit" means any right or interest (by whatever name called)

in a share, and for the purposes of this section a person shall not in relation to a company be regarded as not being a member of the public by reason only that he is a holder of shares in the company or a purchaser of goods from the company.

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( 8 ) (a) Where any person is convicted of having made an offer in contravention of the provisions of this section, the Court before which he is convicted may order that any contract made as a result of the offer shall be void, and, where it makes any such order, may give such consequential directions as it thinks proper for the repayment of any money or the retransfer of any shares.

(b)

Where the Court makes an order under this subsection

(whether with or without consequential directions) an appeal against the order and the consequential directions, if any, shall lie to the Court of Appeal.

PART 10A

[S 3 7/202 01

DIRECTORS OF COMPANIES

Application of this Part [S 37/2020]