Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
103. Power for company to keep local or branch register
Official textFrom Attorney General's Chambers, unchanged
The Registrar may, subject to instruction from the Minister issue an annual licence, available for the period of one year, to any company whose objects comprise the transaction of business outside Brunei
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
Darussalam, empowering such company, if it is authorised so to do by its regulations as originally fiamed or as altered by special resolution, to keep in any place in which it transacts business a register or registers of members:
Provided that a company applying for such licence must satisfy the
Registrar, by a statutory declaration to be filed with him or otherwise, that a substantial part of the business of the company is canied on, at or near the place where it desires to keep such register.
Every such licence shall be valid only until the 31st day of
December next following the date on which it is issued:
Provided always that where the period between the date of the issue of the first annual licence to a company and the 31st day of December next
Companies
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a following is less than a year, a proportionate part only of the fee mentioned in subsection (2) shall be charged.
An annual fee at the rate of 2 cents for every $100 of the paid-up capital of the company to which the licence is issued shall be paid by such company in respect of such licence. Such fees shall be paid to the
Registrar within 4 months of the date of the licence.
a
When the Registrar has reasonable cause to believe that a company is keeping, in any place where it transacts business outside Brunei
Darussalam, a register of members without having a valid licence under this
Act, he shall publish in the Gazette and send to the company a notice that at the expiration of 2 months from the date of such notice the name of the company mentioned therein will, unless cause to the contrary is shown, be struck off the register and the company will be dissolved.
At the expiration of the time mentioned in the notice, the
Registrar may, unless cause to the contrary is previously shown by the company, strike the name of the company off the register and shall publish notice thereof in the Gazette, and on such publication the company whose name is so struck off shall be dissolved:
Provided that the liability, if any, of every director, managing officer and member of the company shall continue and may be enforced as if the company had not been dissolved.
director
"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 Companies corporation are accustomed to act and an alternate or substitute director;
If any company or member thereof feels aggrieved by the name of such company having been struck off the register in pursuance of this section, the company or member may apply to the Court, and the Court, if it is satisfied that it is just to do so, may order the name of the company to be restored to the register and thereupon the company is deemed to have a continued in existence as if the name had never been struck off, and the
Court may, by the order, give such directions and make such provisions as seem just for placing the company and all other persons in the same position, as nearly as may be, as if the name of the company had never been struck off.
A letter or notice under this section may be addressed to the company as its registered ofice, or if no office has been registered, to the care of some director or officer of the company, or if there is no director or a officer of the company whose name and address are known to the Registrar,
officer
"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);
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Companies may be sent to each of the persons who subscribed the memorandum, addressed to him at the address mentioned in the memorandum.
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
If default is made in complying with subsection (2), the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a default fine.
default fine
"default fine" means a default fine within the meaning of section 3 14;
Terms defined in s 2
default fine
Defined · s 2"default fine" means a default fine within the meaning of section 3 14;
director
Defined · s 2"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 Companies corporation are accustomed to act and an alternate or substitute director;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
officer
Defined · s 2"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);
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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