Laws
Companies Act
Part
s 138

In force2021 Revised EditionCurrent version · 2021 Revised EditionSee versions on Attorney General's Chambers(opens the publisher’s site)

Contents

Companies Act

Find in this Act

1Citation
2Interpretation
3Application

Incorporation of Companies and Matters Incidental Thereto

4Mode of forming incorporated company
5Requirements with respect to memorandum
5ACapacity and powers of company
5BUltra vires transactions
5CNo constructive notice
6Stamp and signature of memorandum
7Restriction on alteration of memorandum
8Mode in which and extent to which objects of company may be altered
9Articles prescribing regulations for companies
10Regulations required in case of unlimited company or company limited by guarantee
11
12Printing, stamp and signature of articles
13Alteration of articles by special resolution
14Statutory forms of memorandum and articles
15Registration of memorandum and articles
16Certificate of incorporation
17Effect of registration
18Conclusiveness of certificate of incorporation
19Declaration to Registrar
19APower to refuse registration
20Restriction on registration of companies by certain names
21Power to dispense with "Berhad" in name of charitable and other companies
22Change of name
23Effect of memorandum and articles a
24Moneys payable to be speciality debt
25Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent
26Copies of memorandum and articles to be given to members
27Issued copies of memorandum to embody alterations
28Definition of member
29Meaning of private company
30Circumstances in which company ceases to be, or to enjoy privileges of, private company
31Prohibition of carrying on business with fewer than seven or, in case of private company, two members
31ARatification by company of contracts made before incorporation
32Form of contracts
33Bills of exchange and promissory notes
34Execution of deeds abroad
35Power for company to have offlcial seal for use abroad
36Authentication of documents

Share Capital and Debentures Prospectus

37Date and registration of prospectus
38Specific requirements as to particulars in prospectus
39Restriction on alteration of terms in prospectus or statement in lieu of prospectus
40Liability for statement in prospectus
41Document containing offer of shares or debentures for sale deemed to be prospectus
42Prohibition of allotment unless minimum subscription received
43Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar
44Effect of irregular allotment
45Return as to allotments by private companies
45AReturn as to allotments by public companies
46Power to pay certain commissions, and prohibition of payment of all other commissions, discounts etc.
47Statement in balance sheet as to commissions and discounts
48Prohibition of provision of financial assistance by company for purchase of own shares
48AAcquisition of shares of holding company [S 441201 71
49Power to issue redeemable preference shares
50Power to issue shares at discount
51Power of company to arrange for different amounts paid on shares
52Reserve liability of limited company
53Power of company limited by shares to alter share capital
54Notice to Registrar of consolidation of share capital, conversion of shares into stock etc.
55Notice of increase of share capital
56Power of unlimited company to provide for reserve share capital on re-registration
57Power of company to pay interest out of capital in certain cases
58Special resolution for reduction of share capital
59Application to Court for confirming order, objections by creditors and settlement of list of objecting creditors
60Order confirming reduction and powers of Court on making order
61Registration of order and minute of reduction
62Liability of members in respect of reduced shares
63Penalty on concealmer~t of name of creditor
63ASubstantial shareholdings and substantial shareholders
63BSubstantial shareholder to notify company of his interests
63C(1) Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a public company in voting...
63DCompanies Person who ceases to be substantial shareholder to notify company
63EReferences to operation of section 3A [S 44/20] 71
63FCompany to keep register of substantial shareholders [S 44/20] 71
64Rights of holders of special classes of shares
65Nature of shares
66Transfer not to be registered except on production of instrument of transfer
67Transfer by personal representative
68Registration of transfer at request of transferor
69Notice of refusal to register transfer
70Duties of company with respect to issue of certificates
71Certificate to be evidence of title
72Evidence of grant of probate
73Share warrants
74Penalty for personation of shareholder
75Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of trust deed
76Perpetual debentures
77Power to re-issue redeemed debentures in certain cases
78Specific performance of contracts to subscribe for debentures
79Repealed

Part 3

80
91Repealed

Management and Administration Registered Office and Name

92Registered office of company
93Publication of name and registration number
94Restrictions on commencement of business
95Register of members
96Index of members of company
97Provisions as to entries in register in relation to share warrants
98Inspection of register of members
99Power to close register
100APower of Court to rectify register in respect of company
100B
100CRectification or updating on Registrar's initiative
100DEnforcement of duty to make returns
101No notice of any trust, expressed, implied or constructive, shall be entered on the register, or be receivable by the Registrar, in the cas...
102Register to be evidence
103Power for company to keep local or branch register
104Regulations as to branch register
105(1) An instrument of transfer of a share registered in a local or branch register, is deemed to be a transfer of property situate out of Br...
106Darussalam
107Annual return to be made by company having share capital
108Annual return to be made by company not having share capital
109General provisions as to annual returns
110Certificates to be sent by private company with annual return
111Annual general meetings
112Statutory meeting and statutory report
113Convening of extraordinary general meeting on requisition
114Provisions as to meetings and votes
115Representation of companies at meetings of other companies and of creditors
116Provisions as to extraordinary and special resolutions
117Registration and copies of certain resolutions and agreements
118Resolutions passed at adjourned meetings
118AResolution requiring special notice p 44/20] 71
119Minutes of proceedings of meetings and directors
120Inspection of minute books
120AInterpretation
121Keeping of books of account
122Profit and loss account and balance sheet
123Contents of balance sheet
124Assets consisting of shares in subsidiary companies to be set out separately in balance sheet
125Balance sheet to include particulars as to subsidiary companies a
126Meaning of subsidiary company a
127
128Signing of balance sheet
129Right to receive copies of balance sheets and auditors' report
129AWhen corporations deemed to be related to each other
129B
130Repealed
131Appointment and remuneration of auditors
132Disqualification for appointment as auditor
133(1) The auditors shall make a report to the members on the accounts examined by them and on every balance sheet laid before the company in...
133ACertain companies exempt from obligation to appoint auditors
133BDormant company exempt from audit requirements
133CPrivate company exempt from audit requirements
133DRegistrar may require company exempt from audit requirements to lodge audited accounts
134Investigation of affairs of company by inspectors
135Proceedings on report by inspectors
135ADefinitions
135BAppointment of inspectors
135CInspectors' powers during investigation
135DProduction of documents and evidence to inspector
135EObstruction of inspectors
135FReport of inspectors
135HExpenses of investigating affairs of company
135KEntry and search of premises
135LPunishment for furnishing false information
135MDisclosure of information by Minister
135NReference to Public Prosecutor
136Power of company to appoint inspectors
137Report of inspectors to be evidence
138Number of directors
139Restrictions on appointment or advertisement of director
140Qualification of director or manager
141Provisions as to undischarged bankrupts acting as directors
141ADisqualification of unfit directors of insolvent companies
141B(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court on the ground that it is being used for Comp...
141BA
141CDisqualification to act as director on conviction of certain offences
141DDisqualification…
141EDuty and liability of officers
141H
1411
142Validity of acts of directors
143Register of directors
143A
144Limited company may have directors with unlimited liability
145Special resolution of limited company making liability of directors unlimited
145ARegister of directors' shareholdings
146Statement as to remuneration of directors to be furnished to shareholders
147
147AGeneral duty to make disclosure
148Provisions as to payments received by directors for loss of office or on retirement
148A
149Provisions as to assignment of office by directors
149A
149URepealed
150Provisions as to liability of officers and auditors
151Power to compromise with creditors and members
152Provisions for facilitating reconstruction and amalgamation of companies
153Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
153APersonal remedies in cases of oppression or injustice
153CDerivative or representative actions [S 44/20] 71

153D(1) An application made or an action brought or intervened in under section 153C shall not be stayed or dismissed by reason only that it is...

Part 5

154
281Repealed

Part 6

282
287Repealed
287APower of Registrar to strike defunct company off register
287BStriking off on application by company
287C
287DObjections to striking off
2873
287F
287HEffect of restoration

Part 7

288His Majesty the Sultan and Yang Di-Pertuan shall appoint fit and proper persons to be the Registrar of Companies, Deputy Registrars and Ass...
289Fees
290Inspection, production and evidence of documents kept by Registrar
291Enforcement of duty of company to make returns to Registrar

Part 8

292
297Repealed

Part 9

300APower to refuse registration of company incorporated outside Brunei Darussalam in certain circumstances
301Returns to be delivered to Registrar where documents etc. altered
302Balance sheet of company carrying on business in Brunei Darussalam
302A(1) Subject to this section, a foreign company shall lodge with the Registrar, within the time specified in subsection (2), financial sta...
303Obligation to state name of company, whether limited and country where incorporated
304Service on company to which Part 9 applies
304ACesser of business in Brunei Darussalam
304BRestriction on use of certain names
304C(1) A foreign company registered under this Part on or after the appointed day shall, within 30 days after it is registered -
304DContents of register and index of members of foreign companies
304EAny register of members of a foreign company kept under section 304C is prima facie evidence of any matter which the register is required u...
304FA certificate made under the seal of a foreign company (or in any manner permitted for certificates of such type by the laws of the country...
305Office where documents to be filed
306Penalties a
307Interpretation of Part 9

Restrictions on Sale of Shares and Offers of Shares for Sale

308Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale
309Requirements as to prospectus
310Restriction on offering of shares for subscription or sale
310A
310BIn this Part, unless the context otherwise requires -
310CMeaning of "registrable"
310D
310E
310F
310H(1) If a company or foreign company knows or has reasonable grounds to believe that a relevant change has occurred in the particulars of a...
3101
3105
310KDuty of Controller to provide change of information
310L
310MPower to enforce
310N
3100(1) The Registrar may issue one or more codes, guidance, guidelines, policy statements and practice directions for all or any of the follow...
310PThe Minister may, by order published in the Gazette, exempt any person or class of persons from all or any of the provisions of this Part.

Prohibition of Partnerships with More Than Twenty Members

311Prohibition of partnerships with more than twenty members

Enforcement and General Provisions

311ACourt may compel compliance
312
312A
313Penalty for improper use of word "Berhad"
314
315Applications of fines
316Penalty for failure to pay fine
316A
317Saving as to private prosecutors
318Saving for privileged communications
319Service of documents on company
319A
319BIn this section and sections 3 12,3 19C, 3 19D and 3 19E, unless the contrary intention appears - "consolidated financial statements" has t...
319C
319D
319E
320Repealed
321Power of Court to grant relief in certain cases
322Power to enforce orders
323Power to alter tables and forms
324Repealed

Schedules

SCHEDULE 1 TABLE A (sections 11, 114,307 and 323) REGULATIONS FOR MANAGEMENT OF COMPANY LIMITED BY SHARES 1. In these Regulations - "Act" m...
SCHEDULE 1 (continued) 4. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to...
SCHEDULE 1 (continued) 10. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in r...
SCHEDULE 1 (continued) 20. The legal personal representatives of a deceased sole holder of a share shall be the only persons recognised by...
SCHEDULE I (continued) 26. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think f...
SCHEDULE 1 (continued) 32. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges...
SCHEDULE 1 (continued) (b) sub-divide its existing shares, of any of them, into shares of smaller amount than is fixed by the memorandum of...
SCHEDULE 1 (continued) NOTICE OF GENERAL MEETINGS 42. Subject to the provisions of section 11 6(2) relating to special resolutions, 7 days'...
SCHEDULE 1 (continued) 48. If there is no such chairman, or if at any meeting he is not present within 15 minutes after the time appointed...
SCHEDULE 1 (continued) VOTES OF MEMBERS 54. On a show of hands every member present in person shall have one vote. On a poll every member s...
SCHEDULE 1 (continued) 61. An instrument appointing a proxy may be in the following form, or any other form which the directors shall appro...
SCHEDULE 1 (continued) POWERS AND DUTIES OF DIRECTORS 67. The business of the company shall be managed by the directors, who may pay all ex...
SCHEDULE 1 (continued) and every director present at any meeting of directors or committee of directors shall sign his name in a book to be...
SCHEDULE 1 (continued) 74. The directors to retire in every year shall be those who have been longest in office since their last election b...
SCHEDULE 1 (continued) 82. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unl...
SCHEDULE 1 (continued) 90. The directors may from time to time pay to the members such interim dividends as appear to the directors to be j...
SCHEDULE 1 (continued) (3) all sales and purchases of goods by the company; and (c) the assets and liabilities of the company. 98. The book...
SCHEDULE 1 (continued) Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying, an...
SCHEDULE I - (continued) TABLE B (sections 14 and 323) FORM OF MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES 1st. The name of the...
SCHEDULE 1 TABLE B - (continued) day of 20 " Witness to the above signatures, A.B. No. 13 Jalan Sultan, Bandar Seri Begawlan 278 Companies
Schedule 1 - (Continued) Table C (Sections 14 and 323) Form of Memorandum and Articles of Association of Company Limited by Guarantee and N...
SCHEDULE 1 (continued) day of 20 Witness to the above signatures, A.B. No. 13 Jalan Sultan, Bandar Seri Begawan 1. In these Regulations - "...
SCHEDULE 1 TPLBLE C - (continued) PROCEEDINGS AT GENERAL MEETINGS 11. No business shall be transacted at any general meeting unless a quoru...
SCHEDULE 1 (continued) 18. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting, at wh...
SCHEDULE 1 (continued) Company, Berhad, "I, of being a member of the Company, Berhad, hereby appoint of as myproxy, to vote for me and on m...
SCHEDULE 1 (continued) POWERS AND DUTIES OF DIRECTORS 3 1. The business of the company shall be managed by the directors, who may pay all e...
SCHEDULE 1 (continued) (c) becomes prohibited from being a director by reason of any order made under section 208 or 260; (d) is found ment...
SCHEDULE 1 (continued) had become a director on the day on which the director in whose place he is appointed was last elected a director. 4...
SCHEDULE 1 (continued) 47. The directors may delegate any of their powers to committees consisting of such member or members of their body...
SCHEDULE 1 (continued) 53. The directors shall determine whether and to what extent and at what times and places and under what conditions...
SCHEDULE 1 (continued) 59. Notice of every general meeting shall be given in some manner hereinbefore authorised to every member except tho...
Schedule 1 - (Continued) Table D (Sections 14 and 323) Memorandum of Articles of Association of Company Limited by Guarantee and Having Sha...
SCHEDULE 1 TABLE D - (continued) WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a comp...
SCHEDULE 1 TABLE D - (continued) 1. The Articles of Table A set out in Schedule 1 to the Companies Act, shall be the articles o...
Schedule 1 - (Continued) Table E (Sections 14 and 323) Memorandum of Articles of Association of Unlimited Company Having Share Capital 1st....
SCHEDULE 1 TABLE E - (continued) day of 20 7, Witness to the above signatures, A.B. No. 13 Jalan Sultan Bandar Seri Begawan 1. The share ca...
SCHEDULE 1 TABLE E - (continued) Names, Addresses and Descriptions of Subscribers "1. Ahmad bin Bakar........................................
Schedule 2 (Section 30) Form of Statement in Lieu of Prospectus to Be Delivered to Registrar by Private Company on Becoming Public Company...
SCHEDULE 2 - (continued) If the share capital of the company is divided into different classes of shares the right of voting at meetings of...
SCHEDULE 2 - (continued) Full particulars of the nature and extent of the interest of every director in any property purchased or acquired...
SCHEDULE 2 - (continued) (Signatures of the person abovenamed as directors or proposed directors or of their agents authorised in writing)....
SCHEDULE 3 (sections 38 and 309) PART I MATTERS REQUIRED TO BE STATED IN PROSPECTUS 1. Except where the prospectus is published as a newspa...
SCHEDULE 3 - (continued) 6. The amount payable on application and allotment on each share, and in the case of a second or subsequent offer...
SCHEDULE 3 - (continued) 15. Full particulars of the nature and extent of the interest, if any, of every director in the promotion of, or i...
SCHEDULE 3 - (continued) PART 3 PROVISIONS APPLYING TO PARTS 1 AND 2 OF SCHEDULE I. The provisions of this Schedule with respect to the me...
Schedule 4 (Section 43) Form of Statement in Lieu of Prospectus to Be Delivered to Registrar by Private Company Which Does Not Issue Prospe...
SCHEDULE 4 - (continued) Amount (if any) paid or payable (in cash or shares or debentures) for any such property, specifying amount (if any...
SCHEDULE 4 - (continued) paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce hi...
SCHEDULE 5 (sections 107 and 323) FORM OF ANNUAL RETURN OF COMPANY HAVING SHARE CAPITAL Annual Return of the Company, (including foreign co...
SCHEDULE 5 - (continued) ??Total amount of calls received, including payments on application and allotment Total amount (if any) agreed to...
SCHEDULE 5 - (continued) COPY OF LAST AUDITED BALANCE SHEET OF COMPANY Note - Except where the Company is a "Private Company" within the me...
SCHEDULE 5 - (continued) The Return must be signed at the end by a Director or by the Manager or Secretary of the company. Delivered for fi...
SCHEDULE 5 - (continued) List of persons holding shares in the Company, Berhad, on the day of,20, and of persons who have held shares the...
Schedule 6 (Section 130) Form of Statement to Be Published by Insurance Companies and Deposit, Provident or Benefit Societies *the Share Ca...
SCHEDULE 7 (Repealed by S 1/20] 6)
SCHEDULE 8 (section 289) TABLE OF FEES TO BE PAID TO REGISTRAR By company having share capital 1. For incorporation of a company.............
SCHEDULE 8 - (continued) Provided that no company is liable to pay in respect of nominal share capital on registration or thereafter any gr...
SCHEDULE 8 - (continued) 10. For perusing memorandum or articles of a company in connection with an application for a licence under section...
SCHEDULE 8 - (continued) 20. On lodging articles of association, charter, statute or other instrument of a foreign company...................
SCHEDULE 8 - (continued) 33. For any information concerning a company supplied by the Registrar in reply to a written application............
SCHEDULE 8 - (continued) 44. On lodging notice of change of situation or address or designation of situation or address of registered ofice...
SCHEDULE 11 COMPANIES (FORMS) RULES Whereas on the................. day of........................ 20............... (6)..................
FORM XI - (continued) shares held by you in the said (a).....................................................................................
SCHEDULE 12 (Repealed by S 1/20] 6)
SCHEDULE 13 (Repealed by S 1/20] 6)
SCHEDULE 14 (Repealed by S 1/20] 6)
SCHEDULE 15 (sections 3 10A(1), 3 10C and Schedule 16) COMPANIES TO WHICH PART 10A DOES NOT APPLY 1. Part 10A does not apply to any of the...
SCHEDULE 16 (sections 3 lOA(1) and 3 10C) FOREIGN COMPANIES TO WHICH PART 10A DOES NOT APPLY 1. Part 1OA does not apply to any of the follo...
SCHEDULE 17 (section 3 10B) MEANINGS OF "SIGNIFICANT CONTROL" AND "SIGNIFICANT INTEREST" Definition of "significant control" 1. For the pur...

Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name

138. Number of directors

In plain English

Not legal advice

Companies registered after 1st January 1957 need at least two directors. One of the two directors, or at least two if there are more, must ordinarily live in Brunei Darussalam. Directors must be individuals aged 18 years or over with full legal capacity. A company and officers in default commit an offence punishable by a default fine.

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

Official textFrom Attorney General's Chambers, unchanged

(1)

Every company registered after 1st January 1957, being the date of commencement of this Act, shall have at least two directors.

company

Defined · s 2

"company" means a company incorporated or registered under this Act;

Open s 2

Companies

CAP. 39 147

(2)

One of the two directors or, where there are more than two directors, at least two of them shall be ordinarily resident in Brunei

Darussalam.

(2A)

No person other than an individual who has attained the age of 18 years and who is otherwise of full legal capacity shall be a director of a company.

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;

Open s 2

(2B)

A company shall comply with the requirements of subsection (2) within 6 months of 3 1 st December 2010, being the date of commencement of the Companies Act (Amendment) Order, 2010

(S 1 1 8/20 10).

(3)

If default is made in complying with this section, 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.

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);

Open s 2

Terms defined in s 2

company
Defined · s 2
"company" means a company incorporated or registered under this Act;
Open s 2
default fine
Defined · s 2
"default fine" means a default fine within the meaning of section 3 14;
Open s 2
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;
Open s 2
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);
Open s 2
resident in Brunei Darussalam
Defined · s 2
"resident in Brunei Darussalam" has the same meaning as in section 2 of the Lncome Tax Act;
Open s 2

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Part 5

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Part 6

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Part 7

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Part 8

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Part 9

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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

Details

Companies Act · s 138

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Where this comes from

Attorney General's Chambers · Companies Act, 2021 Revised Edition. Reader record updated on 2 Oct 2026.

Open the official text