Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
Section 147
Official textFrom Attorney General's Chambers, unchanged
Subject to this section, every director or executive officer of a company who is in any way, whether directly or indirectly, interested in a
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;
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Companies transaction or proposed transaction with the company shall as soon as is practicable after the relevant facts have come to his knowledge -
declare the nature of his interest at a meeting of the directors of the company; or
send a written notice to the company containing details on the nature, character and extent of his interest in the transaction or proposed transaction with the company.
A notice under subsection (I)@) shall be given as soon as is practicable after -
the date on which the director or executive officer became a director or executive officer, as the case may be; or
(if already a director or executive officer, as the case may be) the date on which the director or executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company, as the case requires.
The requirements of subsection (1) do not apply in any case where the interest of the director or executive officer, as the case may be, consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the first-mentioned company if the interest of the director or executive officer, as the case may be, may properly be regarded as not being a material interest.
executive officer
"executive officer" means any person, by whatever name described, who - (a) is in the direct employment of, or acting for or by arrangement with, the company; and (b) is concerned with or takes part in the management of the company on a day-to-day basis;
A director or executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only -
in the case where the transaction or proposed transaction relates to any loan to the company, that he has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of
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a corporation which by virtue of section 129A is deemed to be related to the company, that he is a director or executive officer, as the case may be, of that corporation, and this subsection shall have effect not only for the purposes of this Act but also for the purposes of any other written law, but shall not affect the operation of any provision in the memorandum and articles of the company.
a
A declaration given by a director or executive officer under subsection (l)(a), or a written notice given by a director or executive officer under subsection (l)(b), shall be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if -
in the case of a declaration, the declaration is given at a meeting of the directors, or the director or executive officer, as the case may be, takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given;
the declaration or written notice is to the effect that -
he is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and
he is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership;
the declaration or written notice specifies the nature and extent of his interest in the specified corporation, firm or limited liability partnership; and
at the time any transaction is made with the specified corporation, firm or limited liability partnership, his interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice.
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Companies
Every director and executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or interests a as director or executive officer, as the case may be, shall -
declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or
send a written notice to the company setting out the fact and the nature, character and extent of the conflict.
•
A declaration under subsection (6)(a) shall be made at the first meeting of the directors of the company held -
after he becomes a director or executive officer, as the case may be;
(if already a director or executive officer, as the case may be) after he commenced to hold the office or to possess the property, as the case requires.
A written notice under subsection (6)(b) shall be given as soon as is practicable after -
the date on which the director or executive officer became a director or executive officer, as the case may be; or
(if already a director or executive officer, as the case may be) after he commenced to hold the office or to possess the property, as the case requires.
The company shall, as soon as practicable after the receipt of the written notice referred to in subsection (l)(b) or (6)(b), send a copy of the notice to -
in the case where the notice is given by an executive officer, all the directors; or
•
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in the case where the notice is given by a director, all the other directors.
Where an executive officer or a director of the company declares an interest or conflict by a written notice referred to in subsection (I)@) or (6)@), respectively, in accordance with this section -
the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and
the provisions of section 119 apply as if the declaration had been made at that meeting.
(1 1) The director or secretary of the company shall record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under this section.
The directors of a company shall permit an executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the executive officer to make a declaration for the purpose of complying with this section.
Subject to subsection (4), this section shall be in addition to and not in derogation of the operation of any rule of law or any provision in the memorandum or articles restricting a director or executive officer from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his duties or interests as a director or executive officer, as the case may be.
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
a
Any director or executive officer of a company who fails to comply with any of the provisions of this section is guilty of an offence and liable on conviction to a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months.
(1 5) For the purposes of this section -
an interest of a member of a director's family shall be treated as an interest of the director and the words "member of a
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Companies director's family" shall include his spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and
an interest of a member of an executive officer's family shall be treated as an interest of the executive officer and the words "member of the executive officer's family" shall include his spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
corporation
Defined · s 2"corporation" means any body corporate formed, incorporated or existing in Brunei Darussalam or outside Brunei Darussalam and includes any company to which Part 9 applies and any limited liability partnership but does not include - (a) any body corporate incorporated in Brunei Darussalam which is by notification published in the Gazette declared to be a public body or agency of the Government or a body corporate which is not incorporated for commercial purposes; (b) any corporation sole; (c) any co-operative society; (d) any registered trade union;
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;
executive officer
Defined · s 2"executive officer" means any person, by whatever name described, who - (a) is in the direct employment of, or acting for or by arrangement with, the company; and (b) is concerned with or takes part in the management of the company on a day-to-day basis;
limited liability partnership
Defined · s 2"limited liability partnership" has the meaning given to it by section 5(1) of the Limited Liability Partnerships Order, 2010 (S 1 1 7/20 10);
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);
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