Companies Act · s 304A

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304A.
Cesser of business in Brunei Darussalam
(1) If a Part 9 company ceases to have a place of business or to carry on business in Brunei Darussalam, it shall, within 7 days after so ceasing, lodge with the Registrar notice of that fact, and as from the day on which the notice is so lodged its obligation to lodge any document (not being a document that ought to have been lodged before that day) with the a
Registrar shall cease, and the Registrar shall upon the expiration

212

Companies of 12 months after the lodging of such notice remove the name of that company incorporated outside Brunei Darussalam from the register.
(2) If a company incorporated outside Brunei Darussalam goes into liquidation or is dissolved in its place of incorporation or origin -
(a) each person who immediately prior to the commencement of the liquidation proceedings was an agent shall, within one month after the commencement of the liquidation or the dissolution or within such further time as the Registrar in special circumstances allows, lodge or cause to be lodged with the
Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment; and
(b) the liquidator shall, until a liquidator for Brunei
Darussalam is duly appointed by the Court, have the powers and functions of a liquidator for Brunei Darussalam.
(3) A liquidator of a company incorporated outside Brunei
Darussalam appointed for Brunei Darussalam by the Court or a person exercising the powers and functions of such a liquidator -
(a) shall, before any distribution of the company incorporated outside Brunei Darussalam's assets is made, by advertisement in a newspaper circulating generally in each country where the company incorporated outside Brunei
Darussalam had been carrying on business prior to the liquidation if no liquidator has been appointed for that place, invite all creditors to make their claims against the company incorporated outside Brunei Darussalam within a reasonable time prior to the distribution;
(b) subject to subsection (7), shall not, without obtaining an order of the Court, pay out any creditor to the exclusion of any other creditor of the company incorporated outside Brunei
Darussalam; and
(c)
shall, unless otherwise ordered by the Court, only recover and realise the assets of the company incorporated outside
Brunei Darussalam in Brunei Darussalam and shall, subject to paragraph (b) and subsection (7), pay the net amount so recovered

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CAP. 39 213
and realised to the liquidator of that company incorporated outside
Brunei Darussalam for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Brunei Darussalam by the company incorporated outside Brunei Darussalam.
(4) Where a company incorporated outside Brunei Darussalam has been wound up so far as its assets in Brunei Darussalam are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered in pursuance of subsection (3).
(5) On receipt of a notice from an agent that the company has been dissolved, the Registrar shall remove the name of the company from the register.
(6) Where the Registrar has reasonable cause to believe that a company incorporated outside Brunei Darussalam has ceased to carry on business or to have a place of business in Brunei Darussalam, the provisions of this Act relating to the striking off the register of the names of defunct companies shall with such adaptations as are necessary extend and apply accordingly.
[S 1/20] 6; S 49/2018]
(7) Section 147 of the Insolvency Order, 201 6 (S 112016) applies to a company incorporated outside Brunei Darussalam wound up or dissolved pursuant to this section as if for references to a company there were substituted references to a company incorporated outside Brunei
Darussalam.
[S 1/201 61
(8) Where the Registrar is satisfied that a company incorporated outside Brunei Darussalam is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Brunei
Darussalam or against the national security or interest, he shall strike the name of the company incorporated outside Brunei Darussalam off the register and it shall thereupon cease to be registered as a company incorporated outside Brunei Darussalam under this Part.

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Companies
(9) Any person aggrieved by the decision of the Registrar under subsection (8), may, within 30 days of the date of the decision, appeal to the
Minister whose decision shall be final.

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s 304ACesser of business in Brunei Darussalam

(1)

If a Part 9 company ceases to have a place of business or to carry on business in Brunei Darussalam, it shall, within 7 days after so ceasing, lodge with the Registrar notice of that fact, and as from the day on which the notice is so lodged its obligation to lodge any document (not being a document that ought to have been lodged before that day) with the a

Registrar shall cease, and the Registrar shall upon the expiration

212

Companies of 12 months after the lodging of such notice remove the name of that company incorporated outside Brunei Darussalam from the register.

(2)

If a company incorporated outside Brunei Darussalam goes into liquidation or is dissolved in its place of incorporation or origin -

(a)

each person who immediately prior to the commencement of the liquidation proceedings was an agent shall, within one month after the commencement of the liquidation or the dissolution or within such further time as the Registrar in special circumstances allows, lodge or cause to be lodged with the

Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment; and

(b)

the liquidator shall, until a liquidator for Brunei

Darussalam is duly appointed by the Court, have the powers and functions of a liquidator for Brunei Darussalam.

(3)

A liquidator of a company incorporated outside Brunei

Darussalam appointed for Brunei Darussalam by the Court or a person exercising the powers and functions of such a liquidator -

(a)

shall, before any distribution of the company incorporated outside Brunei Darussalam's assets is made, by advertisement in a newspaper circulating generally in each country where the company incorporated outside Brunei

Darussalam had been carrying on business prior to the liquidation if no liquidator has been appointed for that place, invite all creditors to make their claims against the company incorporated outside Brunei Darussalam within a reasonable time prior to the distribution;

(b)

subject to subsection (7), shall not, without obtaining an order of the Court, pay out any creditor to the exclusion of any other creditor of the company incorporated outside Brunei

Darussalam; and

(c)

shall, unless otherwise ordered by the Court, only recover and realise the assets of the company incorporated outside

Brunei Darussalam in Brunei Darussalam and shall, subject to paragraph (b) and subsection (7), pay the net amount so recovered

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CAP. 39 213

and realised to the liquidator of that company incorporated outside

Brunei Darussalam for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Brunei Darussalam by the company incorporated outside Brunei Darussalam.

(4)

Where a company incorporated outside Brunei Darussalam has been wound up so far as its assets in Brunei Darussalam are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered in pursuance of subsection (3).

(5)

On receipt of a notice from an agent that the company has been dissolved, the Registrar shall remove the name of the company from the register.

(6)

Where the Registrar has reasonable cause to believe that a company incorporated outside Brunei Darussalam has ceased to carry on business or to have a place of business in Brunei Darussalam, the provisions of this Act relating to the striking off the register of the names of defunct companies shall with such adaptations as are necessary extend and apply accordingly.

[S 1/20] 6; S 49/2018]

(7)

Section 147 of the Insolvency Order, 201 6 (S 112016) applies to a company incorporated outside Brunei Darussalam wound up or dissolved pursuant to this section as if for references to a company there were substituted references to a company incorporated outside Brunei

Darussalam.

[S 1/201 61

(8)

Where the Registrar is satisfied that a company incorporated outside Brunei Darussalam is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Brunei

Darussalam or against the national security or interest, he shall strike the name of the company incorporated outside Brunei Darussalam off the register and it shall thereupon cease to be registered as a company incorporated outside Brunei Darussalam under this Part.

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Companies

(9)

Any person aggrieved by the decision of the Registrar under subsection (8), may, within 30 days of the date of the decision, appeal to the

Minister whose decision shall be final.