Companies Act · s 302A

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302A.
( 1 )  Subject to this section, a foreign company shall lodge with the Registrar, within the time specified in subsection (2), financial statements made up to the end of its last financial year together with a declaration in such form as the Registrar may determine verifying that the copies are true copies of the documents so required and, in the case where the financial statements are audited, a statement of the name of the auditor.
(2) The financial statements referred to in subsection (1) shall be lodged -
(a) where the foreign company is required by the law of its place of incorporation or formation to table financial statements referred to in subsection (19)(a) at an annual general meeting, within 60 days after the date on which its annual general meeting is held; or
(b) in any other case, within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Brunei Darussalam.
(3) The Registrar may, if he is of the opinion that the financial statements referred to in subsection (19)(a) do not sufficiently disclose the foreign company's financial position, require the company -
(a) to lodge financial statements within such period, in such form and containing such particulars; and
(b) to annex thereto such documents, as the Registrar may by notice in writing to the company require.

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(4) Subsection (3) does not authorise the Registrar to require -
(a) financial statements to contain any particulars; or
(6) the company to annex, attach or to send any documents, that would not be required to be furnished if the company were a public company incorporated under this Act.
(5) The foreign company shall comply with the requirements set out in the notice under subsection (3).
(6) In addition to the financial statements required to be lodged with the Registrar under subsections (I), (2) and (3), a foreign company shall lodge with the Registrar within the time specified in subsection (2) -
(a) a duly audited statement showing its assets used in, and liabilities arising out of, its operations in Brunei Darussalam as at the date to which its balance sheet was made up;
(6) a duly audited profit and loss account which, in so far as is practicable, complies with the requirements of the Accounting
Standards and which gives a true and fair view of the profit or loss arising out of the company's operation in Brunei Darussalam for the last preceding financial year of the company; and
(c) a statement of the name of the auditor who audited the documents referred to in paragraphs (a) and (6).
(7) For the purposes of subsection (6), the foreign company shall be entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Brunei Darussalam and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Brunei Darussalam.
(8) A foreign company which is dormant in Brunei Darussalam may, in lieu of satisfying the requirements of subsection (6), lodge with the
Registrar -
(a) an unaudited statement showing its assets used in, and liabilities arising out of, its operations in Brunei Darussalam; and

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Companies
(b) an unaudited profit and loss account with respect to the company's operations in Brunei Darussalam.
(9) The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (2) within which the company is required to comply with any or all of the requirements of subsections (2)(b) and (6).
(10) A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (6) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect of the foreign company's operations in Brunei Darussalam which complies, in so far as is practicable, with section 133(1).
( 1 1 )  The Registrar may, on the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (6) if the Registrar is satisfied that -
(a) it is impractical for the foreign company to comply having regard to the nature of the foreign company's operations in
Brunei Darussalam;
(b) it would be of no real value having regard to the amount involved;
(c) it would involve expense unduly out of proportion to its value; or
(d) it would be misleading or harmful to the business of the foreign company, or to any company which is deemed by virtue of section 129A to be related to the foreign company.
(12) The Registrar may, on the written application of a foreign company, by order relieve the foreign company from either or both of the following -
(a) any requirement relating to audit or the form and content of the documents referred to in subsection (6);
(b) any requirement relating to audit or the form and content of the documents referred to in subsection (19)(b).

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(13) The Registrar may make the order referred to in subsection (12) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content of the documents as the Registrar may determine.
(14) The Registrar shall not make an order under subsection (12)
unless he is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burden on the company.
(15) The Registrar may make an order under subsection (12)
which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.
(16) Without prejudice to subsections (1 I), (12) and (13), the
Minister may, by order published in the Gazette, in respect of foreign companies of a specified class or description -
(a)
substitute other
Accounting
Standards for the
Accounting Standards, and the provisions of this section apply accordingly in respect of such foreign companies; or
(b) exempt foreign companies of a specified class or description from any or all of the requirements of subsection (6).
(17) If default is made by a foreign company in complying with this section -
(a)
the company; and
(b) every director or equivalent person, and every authorised representative of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $50,000.
(18) For the purposes of this section, a foreign company is dormant in Brunei Darussalam during a period in which no accounting

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Companies transaction arising out of its operations in Brunei Darussalam occurs; and the company ceases to be dormant on the occurrence of such a transaction.
(1 9) In this section -
"accounting transaction" means a transaction for which accounting or other records would be required to be kept so as to enable the documents referred to in subsection (6) to be prepared;
"financial statements" means -
(a) in the case where the foreign company is required by the law for the time being in force in the place of the company's incorporation or formation to prepare financial statements in accordance with any applicable Accounting
Standards which are similar to the Accounting Standards or which are acceptable to the Registrar, those financial statements; and
(b) in any other case, financial statements in such form and containing such particulars as the directors of the company would have been required to prepare or obtain if the foreign company were a public company incorporated under this Act.

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s 302A

( 1 ) Subject to this section, a foreign company shall lodge with the Registrar, within the time specified in subsection (2), financial statements made up to the end of its last financial year together with a declaration in such form as the Registrar may determine verifying that the copies are true copies of the documents so required and, in the case where the financial statements are audited, a statement of the name of the auditor.

(2)

The financial statements referred to in subsection (1) shall be lodged -

(a)

where the foreign company is required by the law of its place of incorporation or formation to table financial statements referred to in subsection (19)(a) at an annual general meeting, within 60 days after the date on which its annual general meeting is held; or

(b)

in any other case, within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Brunei Darussalam.

(3)

The Registrar may, if he is of the opinion that the financial statements referred to in subsection (19)(a) do not sufficiently disclose the foreign company's financial position, require the company -

(a)

to lodge financial statements within such period, in such form and containing such particulars; and

(b)

to annex thereto such documents, as the Registrar may by notice in writing to the company require.

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CAP. 39 207

(4)

Subsection (3) does not authorise the Registrar to require -

(a)

financial statements to contain any particulars; or

(6)

the company to annex, attach or to send any documents, that would not be required to be furnished if the company were a public company incorporated under this Act.

(5)

The foreign company shall comply with the requirements set out in the notice under subsection (3).

(6)

In addition to the financial statements required to be lodged with the Registrar under subsections (I), (2) and (3), a foreign company shall lodge with the Registrar within the time specified in subsection (2) -

(a)

a duly audited statement showing its assets used in, and liabilities arising out of, its operations in Brunei Darussalam as at the date to which its balance sheet was made up;

(6)

a duly audited profit and loss account which, in so far as is practicable, complies with the requirements of the Accounting

Standards and which gives a true and fair view of the profit or loss arising out of the company's operation in Brunei Darussalam for the last preceding financial year of the company; and

(c)

a statement of the name of the auditor who audited the documents referred to in paragraphs (a) and (6).

(7)

For the purposes of subsection (6), the foreign company shall be entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Brunei Darussalam and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Brunei Darussalam.

(8)

A foreign company which is dormant in Brunei Darussalam may, in lieu of satisfying the requirements of subsection (6), lodge with the

Registrar -

(a)

an unaudited statement showing its assets used in, and liabilities arising out of, its operations in Brunei Darussalam; and

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Companies

(b)

an unaudited profit and loss account with respect to the company's operations in Brunei Darussalam.

(9)

The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (2) within which the company is required to comply with any or all of the requirements of subsections (2)(b) and (6).

(10)

A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (6) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect of the foreign company's operations in Brunei Darussalam which complies, in so far as is practicable, with section 133(1).

( 1 1 ) The Registrar may, on the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (6) if the Registrar is satisfied that -

(a)

it is impractical for the foreign company to comply having regard to the nature of the foreign company's operations in

Brunei Darussalam;

(b)

it would be of no real value having regard to the amount involved;

(c)

it would involve expense unduly out of proportion to its value; or

(d)

it would be misleading or harmful to the business of the foreign company, or to any company which is deemed by virtue of section 129A to be related to the foreign company.

(12)

The Registrar may, on the written application of a foreign company, by order relieve the foreign company from either or both of the following -

(a)

any requirement relating to audit or the form and content of the documents referred to in subsection (6);

(b)

any requirement relating to audit or the form and content of the documents referred to in subsection (19)(b).

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(13)

The Registrar may make the order referred to in subsection (12) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content of the documents as the Registrar may determine.

(14)

The Registrar shall not make an order under subsection (12)

unless he is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burden on the company.

(15)

The Registrar may make an order under subsection (12)

which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.

(16)

Without prejudice to subsections (1 I), (12) and (13), the

Minister may, by order published in the Gazette, in respect of foreign companies of a specified class or description -

(a)

substitute other

Accounting

Standards for the

Accounting Standards, and the provisions of this section apply accordingly in respect of such foreign companies; or

(b)

exempt foreign companies of a specified class or description from any or all of the requirements of subsection (6).

(17)

If default is made by a foreign company in complying with this section -

(a)

the company; and

(b)

every director or equivalent person, and every authorised representative of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $50,000.

(18)

For the purposes of this section, a foreign company is dormant in Brunei Darussalam during a period in which no accounting

210

Companies transaction arising out of its operations in Brunei Darussalam occurs; and the company ceases to be dormant on the occurrence of such a transaction.

(1 9) In this section -

"accounting transaction" means a transaction for which accounting or other records would be required to be kept so as to enable the documents referred to in subsection (6) to be prepared;

"financial statements" means -

(a)

in the case where the foreign company is required by the law for the time being in force in the place of the company's incorporation or formation to prepare financial statements in accordance with any applicable Accounting

Standards which are similar to the Accounting Standards or which are acceptable to the Registrar, those financial statements; and

(b)

in any other case, financial statements in such form and containing such particulars as the directors of the company would have been required to prepare or obtain if the foreign company were a public company incorporated under this Act.