Islamic Banking Act · 2024 Revised Edition · Part · General
120. Approval by Authority for merger of certain Islamic banks
Official textFrom Attorney General's Chambers, unchanged
Subject to this section and section 121, on the joint application of an Islamic bank incorporated in Brunei Darussalam and one or more
Islamic bank
“Islamic bank” means a company which carries on Islamic banking business and holds a licence granted under section 4 or 23, and includes all branches and offices in Brunei Darussalam of any such company for the purposes of this Act;
Islamic banks which are wholly-owned subsidiaries of that Islamic bank, the
Authority may approve the merger of those Islamic banks and issue a certificate of approval.
Authority
“Authority” means the Brunei Darussalam Central Bank established by the Brunei Darussalam Central Bank Order, 2010;
The issue of a certificate of approval by the Authority under subsection (1) merges the Islamic banks that are parties to the merger agreement on which the application for the certificate of approval is based.
agreement
“agreement” means an agreement whether formal or informal and whether express or implied;
Where a certificate of approval is issued under subsection (1)
merging the Islamic banks, the merger shall for all purposes be deemed to have occurred and to be effective on the date mentioned in subsection (4).
A certificate of approval issued under subsection (1) shall have no force or effect until a copy of the certificate and the merger agreement on which it is issued is lodged with the Registrar of Companies, and upon being so lodged the certificate shall take effect on and from the date of lodgement.
Registrar of Companies
“Registrar of Companies” has the same meaning as in section 2(1) of the Companies Act;
Islamic Banking
No application to the Authority for a certificate of approval merging two or more Islamic banks may be made under subsection (1)
unless —
the merger is between an Islamic bank and one or more
Islamic banks which are wholly-owned subsidiaries of that
Islamic bank;
the Islamic banks proposing to merge have entered into a merger agreement; and
the application for the certificate of approval is made within 2 weeks from the date of execution of the merger agreement referred to in paragraph (b).
Where a certificate of approval is issued under subsection (1)
merging the Islamic banks, those Islamic banks shall publish a notice of the approval of the merger at least once in a local daily newspaper within one week.
For the avoidance of doubt, it is hereby declared that sections 151
and 152 of the Companies Act (Chapter 39) do not apply to the Islamic banks which have jointly applied for a certificate of approval under subsection (1).
Terms defined in s 2
agreement
Defined · s 2“agreement” means an agreement whether formal or informal and whether express or implied;
Authority
Defined · s 2“Authority” means the Brunei Darussalam Central Bank established by the Brunei Darussalam Central Bank Order, 2010;
Islamic bank
Defined · s 2“Islamic bank” means a company which carries on Islamic banking business and holds a licence granted under section 4 or 23, and includes all branches and offices in Brunei Darussalam of any such company for the purposes of this Act;
Registrar of Companies
Defined · s 2“Registrar of Companies” has the same meaning as in section 2(1) of the Companies Act;