Companies Act · 2021 Revised Edition · Part · Enforcement and General Provisions
Section 312
Official textFrom Attorney General's Chambers, unchanged
Every corporation which advertises, circulates or publishes any statement of the amount of its capital which is misleading, or in which the amount of capital or subscribed capital is stated but the amount of paid-up capital or the amount of any charge on uncalled capital is not stated as prominently as the amount of subscribed capital is stated, and every officer of the corporation who knowingly authorises, directs or consents to such advertising, circulation or publication is guilty of an offence.
corporation
"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;
Every person who in any return, report, certificate, balance sheet, financial statements or other document required by or for the purposes of this Act wilfully makes or authorises the making of a statement false or misleading in any material particular, knowing it to be false or misleading or wilfully omits or authorises the omission of any matter or thing without which the document is misleading in a material respect, is guilty of an offence and liable on conviction to a fine not exceeding $50,000, imprisonment for a term not exceeding 2 years or both.
balance sheet
"balance sheet", in relation to a company, means the balance sheet, -. by whatever name called, prepared in accordance with the Accounting Standards;
Any person who, for any purpose under this Act -
lodges or files with, or submits to, the Registrar any document; or
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authorises another person to lodge or file with, or submit to, the Registrar any document, knowing that document to be false or misleading in a material respect is guilty of an offence and liable on conviction to a fine not exceeding $50,000, imprisonment for a term not exceeding 2 years or both.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
For the purposes of subsection (2), where a person at a meeting votes in favour of the making of a statement referred to in that subsection, he is deemed to have authorised the making of that statement.
False statements or reports [S 27/2019]
Terms defined in this Act
balance sheet
Defined · s 120A"balance sheet", in relation to a company, means the balance sheet, -. by whatever name called, prepared in accordance with the Accounting Standards;
charge
Defined · s 2"charge" includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
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;
document
Defined · s 2"document" includes summons, notice, order, and other legal process, and registers;
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;