A Brunei International Business Company (IBC) is controlled by the International Business Companies Order of 2000. Brunei’s legal system is based upon British Common Law and for their Muslims, the Islamic Shari’a Law.
Background
Brunei is a former British Protectorate gaining its independence in 1984 and is a member of the British Commonwealth.
Brunei’s official name is “The Islamic Sultanate of Brunei Darussalam”. It is located between the South China Sea and the northwest coast of Borneo Island. Islam is the official religion. Its political structure is based on its written Constitution under a traditional Malay Islamic Monarchy. His Majesty the Sultan has supreme executive authority. There are no democratically elected officials. The Sultan appoints the Prime Minister along with the other ministers who serve at his pleasure.
Brunei enjoys a small but wealthy economy where its people have the second highest per capita income in the ASEAN region. It has one of the lowest inflation rates in the world while its population has one of the highest literacy rates in the world. While the official language is Malay, English is widely spoken.
Benefits
A Brunei International Business Company (IBC) has these benefits:
• 100% Foreign Ownership: Foreigners can own all of the shares in a Brunei IBC.
• Limited Liability: A shareholder’s liability is free from all debts, obligations, and defaults of the IBC.
• Privacy: Shareholders names are not part of any public records.
• No Taxes: IBC’s do not pay any taxes. Note that U.S. taxpayers and everyone obliged to pay income taxes on global income must declare all income to their tax agency.
• One Shareholder: The minimum number of shareholders is one to form an IBC.
• One Director: The IBC can be managed by only one director.
• Fast Registration: It only takes one business day to incorporate an IBC.
• No Accounting or Auditing Requirements: IBC’s are free to establish any accounting standards or auditing requirements.
• English: As a member of the British Commonwealth, English is its official second language.
Brunei IBC Company Name
Brunei IBC’s must have a company name different from existing company names in Brunei.
The end of an IBC name must include one of the following words or its abbreviation: “Berhad”, “Sendirian Berhad”, “Limited”, “Corporation”, or “Incorporated”.
Trading Restrictions
An IBC cannot own real estate or conduct trade in Brunei. IBC’s cannot engage in banking, insurance, provide mutual funds management services, or provide investment advice without an appropriate license. The public cannot be invited to make investments without prior written approval from the Registrar.
Registration
The Registered Agent submits the Memorandum and Articles of Association along with a Certificate of Due Diligence verifying compliance with the law. All documents may be submitted in English.
Currently, the first year’s registration fee is $500 USD with annual renewal fees of $400 USD.
Limited Liability
Members (shareholders), officers, directors, and agents of an IBC are not liable for any obligation, debt, or default of the IBC unless contracted to accept such liabilities.
Shareholders
The IBC can have a minimum of one shareholder who can be a resident of any country. Shareholders can be companies or natural persons. Nominee shareholders are allowed for increased privacy.
The IBC may issue registered shares, redeemable shares, preference shares, and shares with or without voting rights. Bearer shares are prohibited. The transfer of shares is restricted so as not to be publicly sold.
Directors and Officers
A minimum of one director is required who can reside in any country and can be a legal entity (such as a LLC, corporation, trust, etc.) or natural persons.
A company secretary is required who must be a local resident. The registered agent’s office can provide the company secretary which can be a natural person or a corporation. Trust companies act as registered agents in Brunei.
Accounting and Auditing
Brunei does not require audited financial accounts. However, every company should adhere to international accounting practices to accurately reflect the company’s financial status. All accounts and books must be kept at the registered office and be available to any director’s inspection at all times.
Registered Office and Local Agent
A local registered agent must be appointed whose office address may be the registered office for the IBC. Trust companies normally serve as registered agents.
Authorized Capital
The normal authorized share capital is $1 million USD where all shares have par value. The minimum issued capital is one share. No additional fee is required if a larger authorized capital is adopted.
Annual General Meetings
Annual general meetings are required. However, the meetings can occur anywhere.
Taxes
An IBC does not pay corporate tax, income tax, capital gains tax, stamp duty, or any other direct taxes.
Note, U.S. citizens and taxpayers from countries taxing worldwide income must declare all income to their tax agency.
Public Records
The names of the IBC shareholders are not disclosed in any public records.
Registration Time
It is estimated that incorporating an IBC can take five business days for approval.
Shelf Companies
Shelf companies are available for purchase in Brunei to speed up the incorporation process.
Conclusion
A Brunei International Business Company (IBC) has these benefits:100% foreign ownership, limited liability, no taxes, privacy, one shareholder can form the IBC, only one director required, fast one day registration, and English is its official second language.
