Companies Act · 2021 Revised Edition · Part · Restrictions on Sale of Shares and Offers of Shares for Sale
Section 310F
Official textFrom Attorney General's Chambers, unchanged
A company incorporated on or after the appointed day shall keep a register of its registrable controllers not later than 30 days after the date of the company's incorporation.
A company incorporated before the appointed day shall keep a register of its registrable controllers not later than 60 days after the appointed day.
If a company that is not a company to which this Part applies subsequently becomes a company to which this Part applies, the company shall keep a register of its registrable controllers not later than 60 days after the date on which this Part applies or re-applies to the company.
A foreign company registered under Part 9 shall keep a register of its registrable controllers not later than 30 days after the date of the foreign company's registration.
foreign company
"foreign company" means any company incorporated outside Brunei Darussalam which has established a place of business in Brunei Darussalam under Part 9;
A foreign company registered under Part 9 before the appointed day shall keep a register of its registrable controllers not later than 60 days after the appointed day.
If a foreign company that is not a foreign company to which this Part applies subsequently becomes a foreign company to which this Part applies, the foreign company shall keep a register of its registrable controllers not later than 60 days after the date on which this Part applies or re-applies to the foreign company.
A company or foreign company shall ensure that its register -
is in such form as the Registrar may determine;
contains such particulars of the company's or foreign company's registrable controllers as may be prescribed;
is updated if any change to the prescribed particulars occurs; and
is kept at such place as may be prescribed.
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a
A company or foreign company shall enter the particulars in its register and update the register within the prescribed time and in the prescribed manner.
A company or foreign company shall -
enter the particulars of any controller in its register, or update the particulars of that controller in the register, after the particulars of that controller are confirmed by the controller; or
if the company or foreign company does not receive the controller's confirmation, enter or update the particulars with a note indicating that the particulars have not been confirmed by the controller.
For the purposes of subsection (9)(a), the particulars of the controller to be entered, or updated, in a register shall be confirmed by the controller in the prescribed manner.
(1 1) Subject to section 310M, a company or foreign company shall not disclose, or make available for inspection, a register or any particulars contained in the register to any member of the public.
member of the public
"member of the public" includes - (a) in the case of a company, any member of the company acting in the member's capacity as such; and @) in the case of a foreign company, any member of the foreign company acting in the member's capacity as such;
(1 2) If a company fails to comply with -
subsection (I), (2) or (3), whichever is applicable; or
subsection (7), (8), (9) or (1 l), the company, and every officer of the company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not
-
-
a exceeding $5,000.
(1 3) If a foreign company fails to comply with -
subsection (4), (5) or (6), whichever is applicable; or
subsection (7), (8), (9) or (1 1),
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Companies the foreign company, and every officer of the foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
In this section, "appointed day" means the date of commencement of the Companies Act (Amendment) Order, 2020
Duty of company and foreign company to investigate and obtain information [S 37/2020]
310G
A company or foreign company shall take reasonable steps to find out and identify the registrable controllers of the company or foreign company.
A company (A) or foreign company (A) shall -
give a notice to any person (B) whom A knows or has reasonable grounds to believe is a registrable controller in relation to A, requiring B -
to state whether B is or not a registrable controller of A;
to state whether B knows or has reasonable grounds to believe that any other person (C) is a registrable controller of A or is likely to have that knowledge and to give such particulars of C that are within B's knowledge; and
to provide such other information as the Registrar may determine; and
give a notice to any person (D) whom A knows, or has reasonable grounds to believe knows, the identity of a person who is a registrable controller of A or is likely to have that knowledge, requiring D -
to state whether D knows or has reasonable grounds to believe that any other person (E) is a registrable controller of A or is likely to have that knowledge
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and to give such particulars of E that are within D's knowledge; and
to provide such other information as the Registrar may determine.
A notice mentioned in subsection (2) shall -
state that the addressee must comply with the notice not later than the time prescribed for compliance;
be in such form, contain such particulars and be sent in such manner, as the Registrar may determine; and
be given within such period as may be prescribed after the company or foreign company first knows the existence of, or first has reasonable grounds to believe that there exists, a person to whom a notice must be given under that subsection.
Subsection (2) does not require a company or foreign company to give notice to any person in respect of any information that is required to be stated or provided pursuant to the notice if the information was previously provided by that person or by his agent authorised in writing.
If a company or foreign company fails to comply with subsection (2) or (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
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);
An addressee of a notice under subsection (2) shall comply with the notice within the time specified in the notice for compliance except that an addressee is not required to provide any information that is subject to legal privilege.
An addressee of a notice under subsection (2) who fails to comply with subsection (6) is guilty of an offence and liable on conviction to a fine not exceeding $5,000.
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Companies
Duty of company and foreign company to keep information up-to-date
Terms defined in this Act
foreign company
Defined · s 2"foreign company" means any company incorporated outside Brunei Darussalam which has established a place of business in Brunei Darussalam under Part 9;
member of the public
Defined · s 310B"member of the public" includes - (a) in the case of a company, any member of the company acting in the member's capacity as such; and @) in the case of a foreign company, any member of the foreign company acting in the member's capacity as such;
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;
Part
Prohibition of Partnerships with More Than Twenty Members
Part