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In force2021 Revised Edition
Contents

Part 9

302. Balance sheet of company carrying on business in Brunei Darussalam

(1)

Every company to which this Part applies shall in every calendar year make out a balance sheet in such form, and containing such particulars and including such documents, as under the provisions of this Act it would, if it had been a company within the meaning of this Act, have been required to make out and lay before the company in general meeting, and deliver a copy of that balance sheet to the Registrar for registration.

(2)

If any such balance sheet is not written in the English language, there shall be annexed to it a certified translation thereof.

(3)

Subject to this section, a company incorporated outside

Brunei Darussalam shall, within 2 months of its annual general meeting, lodge with the Registrar, a copy of its balance sheet made up to the end of its last financial year in such form and containing such particulars and accompanied by copies of such documents as the company is required to annex, attach or send with its balance sheet by the law for the time being applicable to that company in the place of its incorporation or origin, together with a statutory declaration in the prescribed form verifying that the copies are true copies of the documents so required.

(4)

The Registrar may, if he is of the opinion that the balance sheet and other documents referred to in subsection (3) do not sufficiently disclose the company's financial position, require the company to lodge a balance sheet within such period, in such form and containing such particulars and to annex thereto such documents as the Registrar by notice in writing to the company requires but this subsection does not authorise the

Registrar to require a balance sheet to contain any particulars or the company

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Companies 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 company shall comply with the requirements set out in the notice.

(6)

Where a company to which this Part applies, is not required by the law of the place of its incorporation or origin to hold an annual general meeting and prepare a balance sheet, the company shall prepare and lodge with the Registrar a balance sheet within such period, in such form and containing such particulars and to annex thereto such documents as the directors of the company would have been required to prepare or obtain if the company were a public company incorporated under this Act.

(7)

In addition to the balance sheet and other documents required to be lodged with the Registrar by subsections (3) to (6), a company incorporated outside Brunei Darussalam shall lodge with the Registrar with such balance sheet and other documents 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 and a duly audited profit and loss account which, in so far as is practicable, complies with the requirements of the accounting standards 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:

Provided that -

(a)

the 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 operation in Brunei Darussalam;

and

@I) the Registrar may waive compliance with this subsection in relation to any company incorporated outside Brunei

Darussalam if he is satisfied that -

Companies

CAP. 39 205

(i)

it is impractical to comply with this subsection having regard to the nature of the company's operations in Brunei Darussalam;

(ii)

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

(iii)

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

(iv)

it would be misleading or harmful to the business of the company or to any company related to the company.

(8)

A statement and profit and loss account are deemed to have been duly audited for the purposes of subsection (7) if it is accompanied by a report by an authorised auditor appointed to provide auditing services in respect of the company's operations in Brunei Darussalam.

(9)

Without prejudice to the powers of the Registrar under paragraph (b) of the proviso to subsection (7)' a company incorporated outside Brunei Darussalam may apply to the Registrar in writing for an order relieving the company incorporated outside Brunei Darussalam from any requirement of this section relating to the form and content of accounts or reports and the Registrar may make such an order either unconditionally or on condition that the company incorporated outside Brunei Darussalam complies with such other requirements relating to the form and content of the accounts or reports as the Registrar thinks fit to impose.

(10)

The Registrar shall not make an order under subsection (9)

unless he is of the opinion that compliance with the requirements of this section would render the accounts or reports misleading or inappropriate to the circumstances of the company incorporated outside Brunei Darussalam or would impose unreasonable burdens on the company incorporated outside

Brunei Darussalam.

(1 1) The Registrar may make an order under subsection (9) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.

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Companies

(12)

In this section, "authorised auditor" means a person authorised to perform the duties required by this Act to be performed by an auditor.

Financial statements [S 27/2019]

Part

Restrictions on Sale of Shares and Offers of Shares for Sale

Part

Prohibition of Partnerships with More Than Twenty Members

Part

Enforcement and General Provisions

Schedules