Petroleum Authority of Brunei Darussalam Act · 2021 Revised Edition · Part · Transfer of Company Petroleum
30. Transfer of petroleum regulatory undertaking of Company to Authority
Official textFrom Attorney General's Chambers, unchanged
On or before the appointed day, His Majesty the Sultan and Yang
Di-Pertuan in Council shall, by notification to the Company, specify the excluded property and excluded liabilities of the Company. including, without limitation, any specific right or obligation under any of the Company petroleum mining Agreements which shall not be transferred to, and shall not vest in, the Authority as part of the petroleum regulatory undertaking of the
Company
"Company" means the Brunei National Petroleum Company Sendirian Berhad incorporated by the Brunei National Petroleum Company Sendirian Berhad Order, 2002 (S 612002);
Company to be transferred to the Authority:
Authority
"Authority" means the Petroleum Authority of Brunei Darussalam established by section 3;
Provided that where any specific right or obligation under any Company petroleum mining Agreement is so specified to be excluded property or excluded liabilities, notice of such specification shall also be given to the contractors who are parties to such petroleum mining Agreement.
petroleum mining Agreement
"petroleum mining Agreement" has the same meaning assigned to it in section 2 of the Petroleum Mining Act;
If any question arises as to whether any particular property or liabilities (including, without limitation, any particular assets, interests, rights, privileges or obligations) are excluded property or excluded liabilities for the purposes of subsection (1) and therefore have not been or should not be transferred to or vested in the Authority as part of the petroleum regulatory undertaking of the Company transferred or to be transferred to the
property
"property" means property, assets, and rights of every description (whether present or future. and, actual or contingent) wheresoever situated, including, without limitation. land. buildings, facilities, equipment, documents (incl-uding accounting records), interests, benefits, privileges and powers of every description;
Authority on the appointed day. a certificate given at any time under the hand of the Minister as to whether such particular property or liabilities are such excluded property or excluded liabilities shall be conclusive evidence of the same.
Minister
"Minister" means the Minister responsible for petroleum matters: "person' has the same meaning assigned to it in section 2 of the Petroleum Mining Act;
Petroleum Author@
petroleum
"petroleum" has the same meaning assigned to it in section 2 of the Petroleum Mining Act;
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Subject to subsection (5), on the appointed day. all properties and liabilities comprised in the petroleum regulatory undertaking of the
liabilities
"liabilities" includes debts, duties and obligations of every description wEresoever arising (whetherpresent or TutuEand-actual or contingent);
Company (including. without limitation. all assets, interests. rights.
privileges and obligations con~prised therein) shall be transferred to and shall vest in the Authority without further assurance, act or deed.
Subject to subsection (5), every agreement relating to the petroleum regulatory undertaking of the Company to which the Company was a party immediately before the appointed day, whether or not of such nature that the rights and liabilities thereunder could be assigned. shall have effect as from the appointed day as if -
petroleum regulatory undertaking of the Company
"petroleum regulatory undertaking of the Company" means - (a) all property and all liabilities of the Company (including all existing property and all existing liabilities and all liabilities arising after the appointed day in respect of the property and liabilities of the Company transferred to the Authority) acquired under, arising from or relating to the Company petroleum mining Agreements; and (b) such other property and liabilities of the Company as the Minister may determine. other than the excluded property and the excluded liabilities of the Company;
the Authority had been a party to such an agreement;
for any reference (however worded and whether express or implied) to the Company there were substituted. in respect of anything to be done on or after the appointed day, with a reference to the
Authority; and
for any reference (however worded and whether express or implied) to any director, officer, employee or representative of the
Company there were substituted. as regards anything to be done on or after the appointed day, a reference to a representative of the Authority as the Authority may appoint for that purpose.
( 5 ) (a) The Authority shall be liable only to perform an obligation under an agreement relating to the petroleum regulatory undertaking of the Company which is transferred to the Authority to the extent that the
Company would have been able to perform such obligation as at the appointed day, and the Authority shall not be liable to undertake any action in connection with such obligation if such action was not within the Company's capacity, power or authority.
Where a provision in an agreement relating to the petroleum regulatory undertaking of the Company which is transferred to the
Authority had, prior to the appointed day, provided that the Company shall procure. provide or assist in the procurement or provision of any regulatory approval. the ~ u t h o r i ty 's obligations under such provision are, from the appointed day. deemed satisfied if the Authority uses its reasonable endeavours to liaise with the relevant authorities or departments in connection with such regulatory approval.
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Any provision under any of the Company petroleum mining
Agreements that requires the Company to nominate or designate a representative of the Company who is of managerial status is, after the appointed day, deemed satisfied by the Authority nominating or designating a representative who is an officer or other employee of the
Authority.
For the avoidance of doubt, where any provision under any of the Company petroleum mining Agreements provides for any payment to the Minister of Finance and Economy or the Government of any amount whatsoever (including, without limitation. any bonus payment. royalty, rental payments or taxes), all such amounts shall continue to be payable to the Minister of Finance and Economy or the
Government (as the case may be) after the appointed day and this Act shall not affect the obligation of any party (including, without limitation, any contractor) to make such payment to the Minister of
Finance and Economy or the Government (as the case may be).
For the avoidance of doubt, it is hereby declared that the
Authority shall not be obliged to perform any obligation under any agreement relating to the petroleum regulatory undertaking of the
Company which is transferred to the Authority if such obligation is an excluded liability.
For the avoidance of doubt, it is hereby declared that -
any reference in this Act to property comprised in the petroleum regulatory undertaking of the Company is a reference to such property (other than the excluded property) of the Company whether situated in or outside Brunei Darussalam; and
any such reference to rights and liabilities comprised in the petroleum regulatory undertaking of the Company is a reference to such rights to which the Company is entitled or, as the case may be, such liabilities to which the Company is subject, whether under the laws of Brunei Darussalam or any country or territory outside Brunei
Darussalam.
The Company and the Authority shall take all such steps as may be necessary to secure that the vesting in the Authority by virtue of this section of any foreign property, right or liability is effective under the relevant foreign law, and until such time it shall be the duty of the Company
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to hold that property or right for the benefit of, or to discharge that liability on behalf of. the Authority.
Nothing in subsection (7) shall be taken as prejudicing the effect under the laws of Brunei Darussalam of the vesting in the Authority by virtue of this section of any foreign property. right or liability.
Any expenses incurred by the Company under subsection (7) shall be paid by the Company.
In subsections (7) and (8). references to any foreign property, right or liability are references, respectively, to any property, right or liability comprised in the petroleum regulatory undertaking of the Company as respects which any issue arising in any proceedings would have been determined (in accordance with the rules of conflict of laws) by reference to the law of a country or territory outside Brunei Darussalam.
Terms defined in s 2
Authority
Defined · s 2"Authority" means the Petroleum Authority of Brunei Darussalam established by section 3;
Company
Defined · s 2"Company" means the Brunei National Petroleum Company Sendirian Berhad incorporated by the Brunei National Petroleum Company Sendirian Berhad Order, 2002 (S 612002);
contractor
Defined · s 2"contractor" means any person who is a party to a petroleum mining Agreement other than the Company, the Government or the Authority. as the case may be;
excluded liabilities
Defined · s 2"excluded liabilities" means - (a) in relation to the Company, such existing liabilities of the Company as may be excluded from the petroleum regulatory undertaking of the Company under section 30(1); and • Petroleum Autl~ority of Brune i Darussalun~…
liabilities
Defined · s 2"liabilities" includes debts, duties and obligations of every description wEresoever arising (whetherpresent or TutuEand-actual or contingent);
Minister
Defined · s 2"Minister" means the Minister responsible for petroleum matters: "person' has the same meaning assigned to it in section 2 of the Petroleum Mining Act;
petroleum
Defined · s 2"petroleum" has the same meaning assigned to it in section 2 of the Petroleum Mining Act;
petroleum mining Agreement
Defined · s 2"petroleum mining Agreement" has the same meaning assigned to it in section 2 of the Petroleum Mining Act;
petroleum regulatory undertaking of the Company
Defined · s 2"petroleum regulatory undertaking of the Company" means - (a) all property and all liabilities of the Company (including all existing property and all existing liabilities and all liabilities arising after the appointed day in respect of the property and liabilities of the Company transferred to the Authority) acquired under, arising from or relating to the Company petroleum mining Agreements; and (b) such other property and liabilities of the Company as the Minister may determine. other than the excluded property and the excluded liabilities of the Company;
property
Defined · s 2"property" means property, assets, and rights of every description (whether present or future. and, actual or contingent) wheresoever situated, including, without limitation. land. buildings, facilities, equipment, documents (incl-uding accounting records), interests, benefits, privileges and powers of every description;
regulatory approval
Defined · s 2"regulatory approval" means any consent. waiver, approval, permit. licence. authorisation, permission, confirmation or clearance from the Government;