Brunei Company Formation: Offshore IBC Registration Structures

Thinking about starting a company in Brunei? You get one of Asia's wealthiest economies, no personal income tax, no capital gains tax, and 100% foreign ownership in most sectors. But the old offshore product is gone. Today you register a private limited company under the Companies Act, run real substance, and pay a modest rate on profits. This guide walks you through what the structure gives you, what it costs, and what the government of Brunei asks of you in return.

Can You Still Register a Brunei IBC?

No. Not as a new client, and not through any private provider.

The brunei ibc is closed to new business. The International Business Company, created under the International Business Companies Order 2000, was the offshore vehicle here. It is finished.

Brunei Darussalam Central Bank (BDCB) reviewed the whole regime in 2016 and then tightened the legal and regulatory framework around it. BDCB publishes the resulting numbers:

• 6,292 IBCs were struck off for not complying with the legislation governing their activities.
• 11 registered agents surrendered their licences and ceased operations. These were the only firms licensed to form an IBC.
• 1,486 IBCs migrated to other jurisdictions, mainly Labuan, Seychelles and Belize.
• 13 IBCs remain on the register. All are owned by or linked to Government entities, and BDCB has said these will be phased out — either re-registering under the Companies Act (Chapter 39) or moving to another international financial centre.

Read the second point again. It settles the question on its own. Every licensed agent has handed back its licence, so nobody is left who can file for you.

One precision worth keeping straight. The Order has not been formally repealed. It is still carried on the Attorney General's Chambers statute book, and BDCB's wording is that the repeal process has commenced, not completed. The legislation is technically alive, but with no licensed agents it is a dead letter.

If you see a website selling an IBC with no taxes, no audit and one-day registration in brunei, it is describing a product that no longer exists.

What Company Formation in Brunei Looks Like Today

The live route is the private company limited by shares.

You will see it written as Sendirian Berhad, or Sdn Bhd. It is governed by the Companies Act (Chapter 39) and registered with the Registry of Companies and Business Names (ROCBN), a division of the Ministry of Finance and Economy. A note on how the statute is cited: you will still see it called the companies act of 1984, and that is not wrong, only dated. Chapter 39 began life as Enactment No. 25 of 1956, was consolidated as the 1984 Edition, and was reissued as the Revised Edition 2015. The working text today carries amendments through S 44/2017.

Two labels, two different things, and people mix them up constantly:

• Sdn Bhd is the private company. Under section 29(1) its articles must restrict share transfers, cap membership at 50, and prohibit any public invitation to subscribe for shares or debentures. That 50 count excludes current employees who are members, and former employees who joined the register while employed and stayed on it.
• Berhad, or Bhd, is the public company. It may offer shares to the public. Section 4(1) requires seven or more subscribers to form one, against two or more for a private company.

Section 5 of the Act requires a limited company to end its company name with "Berhad" or "Bhd", and a private one to insert "Sendirian" or "Sdn" immediately before it. Get the suffix wrong in your Memorandum and your filing stalls.

Those are not your only options. Pick the form of business that fits before you file:

1. Private limited company (Sdn Bhd) — what nearly every foreign investor uses. Marketed elsewhere as a Brunei limited liability company. Same entity, different label.
2. Public company (Bhd) — for raising capital from the public, minimum seven subscribers.
3. Sole proprietorship — simple, and not subject to corporate tax, but the owner is personally liable for the debts of the business. Closed to foreign nationals. Brunei's own investment reservations state that foreign nationals may not establish sole proprietorships or co-operative societies at all.
4. Partnership — capped at 20 partners. Section 4(3) and section 311 prohibit any partnership of more than twenty members carrying on business for gain unless it registers as a company, with a carve-out for certain regulated professions. A foreign national may enter a partnership only with the written approval of the Registrar of Business Names, and that approval stays discretionary.
5. Limited liability partnership — a separate vehicle under the Limited Liability Partnerships Order 2010, recognised by the Companies Act but registered under its own regime.
6. Branch of a foreign company — foreign companies may register as a branch under Part IX instead of forming a separate entity, keeping a local office and an appointed agent.

One thing that is not a separate legal form, whatever you read elsewhere: the free trade zone company. Brunei runs the Muara Export Zone and industrial parks such as Pulau Muara Besar and Sungai Liang, and it operates statutory incentive regimes including Pioneer Status under the Investment Incentives Order 2001, which can carry corporate tax exemption and import duty relief for a fixed number of years. You still incorporate an ordinary Sdn Bhd. The zone tenancy and the incentive are separate applications, they are approval-based and sector-specific, and the heavy industrial parks are built around downstream petrochemicals rather than general trading.

The benefits of company registration are easy to list: constitutional continuity since 1959, complete foreign ownership and control, no minimum capital, a currency pegged 1:1 to the Singapore Dollar under a Currency Interchangeability Agreement, and treaty relief through a double tax agreement network that covers the United Kingdom, Singapore, China, Japan, Malaysia and Hong Kong among others. What you will not find is secrecy. If you establish a business in brunei, your officers sit on a public register.

Everything is filed online through the One Common Portal (OCP), which now handles both registration and tax. OCP replaced the older roc.gov.bn registry, and any attempt to reach the old system now redirects there.

Key Corporate Features

Government fees are set in Brunei Dollars, pegged 1:1 to the Singapore Dollar. The BND 20 annual return fee is published by ROCBN, and the BND 300 incorporation fee is ROCBN's flat charge for an online application. At an indicative mid-market rate of BND 1 = US$0.78 in early August 2026, BND 300 is about US$234 and BND 20 about US$16. Check the rate on the day you pay.

Why Work With Offshore Protection

25 Years of Offshore Expertise. One Trusted Partner.

Since 1996, we have helped thousands of entrepreneurs, investors and high net worth individuals use the world's strongest offshore structures, including trusts, foundations, international companies and banking solutions built around your situation.

✔ Boutique service   ✔ Deep jurisdiction expertise   ✔ Strict confidentiality

Contact Us →

How to Incorporate in Brunei: The Registration Process

The whole incorporation process runs online, in this order:

1. Reserve your name. Apply to the Registrar of Companies for a name search and reservation first. Under section 20(7) an approved name is held for one month, and section 20(8) lets you apply to extend it for a further three months.
2. Prepare the Memorandum and Articles of Association. These set out your share capital, its division into shares, and how the business is run. No subscriber may take less than one share.
3. Line up two shareholders and two directors. At least one director must be ordinarily resident locally.
4. Confirm your registered office in brunei. A physical address is required. PO Boxes are not accepted.
5. Submit through the One Common Portal with director identification, consents and the declaration of compliance, then pay.
6. Receive your certificate of incorporation. Under section 18 this is conclusive evidence that the company is properly registered.

Since 1 December 2025 the "Statement of Non-Disqualification to Act as Director" is no longer uploaded as a document. ROCBN replaced it with an in-portal online declaration, for both new incorporations and board changes.

One warning worth taking seriously. Section 19A requires the Registrar to refuse registration where he is satisfied the company is likely to be used for an unlawful purpose, or for purposes prejudicial to public peace, welfare or good order, or where registration would run against national security or interests. Applications are screened at the door.

Taxation of a Brunei Company

The headline appeal is real, but narrower than the old marketing suggested.

What you do not pay. Personal income tax does not exist. There is no capital gains tax, no VAT and no payroll tax. Sole proprietorships and partnerships registered as business names sit outside the charge entirely.

What you do pay. Corporate tax is charged at 18.5% of chargeable income on every company incorporated or registered under the Companies Act. Petroleum exploration and production is taxed separately at 55%.

Section 35(4) of the Income Tax Act (Chapter 35) applies the rate on a threshold basis, which softens it a lot for smaller businesses. For Year of Assessment 2011 onward, the Revenue Division sets it out like this:

• The first BND 100,000 of chargeable income is charged at 25% of the applicable rate.
• The next BND 150,000 — that is, BND 100,001 to BND 250,000 — is charged at 50% of the applicable rate.
• The balance is charged at the full rate.

New companies get more. Section 35(5) exempts a new company on its first BND 100,000 of chargeable income for its first three consecutive years of assessment, with the relief on the next BND 150,000 still running alongside. Companies meeting the Government's MSME criteria, gross sales or turnover not exceeding BND 1 million, are exempt from corporate income tax. That relief sits in Government policy rather than the Act, so confirm it for your year of assessment rather than assuming it.

There is also a 1% flat rate on approved exports. Where local sales do not exceed 20% of total turnover, the Revenue Division treats the exporter's whole turnover as exports for this purpose. If you are building a genuine export business out of the region, this is worth modelling early.

Watch the withholding tax, because "no withholding tax" is only half true. Payments between resident companies are clean, and dividends paid out of profits already taxed here are exempt. But once your company pays a non-resident, the Act bites. Withholding tax applies to interest, royalties, technical and management fees, rent of movable property and non-resident directors' remuneration, and the withheld amount goes to the Collector of Income Tax within 14 days of payment. Rates vary by payment type and treaty relief may reduce them. If your structure routes fees or interest out of the country, price this in before you model anything. Because baseline statutory rates can range between 10% and 20% depending on the interpretation of the Income Tax Act and the specific payment category, you should always consult a local tax professional or the Revenue Division's latest Public Rulings to confirm the exact effective rate for your transaction.

Now the part that catches people out. The system is not purely territorial. Under section 8(1), tax applies to income accruing in, derived from, or received in the country. Routing foreign profits into a local bank account does not put them outside the charge. Relief from double taxation comes through the treaty network rather than a blanket exemption.

Filing runs on a preceding-year basis with a 31 December year end unless you notify a change. Section 52A requires estimated chargeable income within three months of your accounting period ending. The return itself is due by 30 June to the Collector of Income Tax, with certified audited financial statements, a tax computation and supporting schedules attached. Failure to file is an offence carrying a fine of BND 10,000 and, in default of payment, imprisonment for 12 months.

Payment runs on its own clock, and the penalties are mechanical. For Year of Assessment 2012 onward the Revenue Division's rules are: tax on your estimated chargeable income is due by the ECI deadline, tax on your return is due by 30 June, and tax on any additional assessment is due within 30 days of the Notice of Assessment being served. Miss any of those and a 5% penalty applies to the amount due, then a further 1% of the outstanding tax for each completed month it stays unpaid, with that additional penalty capped at 12% under section 72(1)(bb). Objecting does not buy you time: you must lodge your objection within 30 days of service of the Notice of Assessment, and the tax remains payable while the objection sits with the Collector.

Directors, Shareholders and Your Registered Office

This is where the jurisdiction differs most sharply from a typical offshore centre.

Directors. You need at least two. One must be ordinarily resident there. Where there are more than two directors, at least two must qualify. Directors must be at least 18 and not undischarged bankrupts. A foreign national applies to the Ministry of Finance and Economy for resident status under section 138(2). Worth knowing before you plan around it: the Ministry's own guidelines state there is no legal definition of "ordinarily resident" in the Act. It assesses each application against the residence test in section 2 of the Income Tax Act, broadly presence or employment for 183 days or more, plus other factors it does not publish. This is a discretionary approval, not a box you tick in advance. A wholly non-resident board is not flatly prohibited, but it requires permission and a justification, which is a slower and less certain road than simply appointing someone who already qualifies.

Shareholders. Two or more subscribers form a private company. Any nationality, resident anywhere, individual or corporate. A shareholder may also serve as a director. There is no cap on total foreign ownership in most sectors, so you do not need brunei citizens on the share register for an ordinary trading company. If membership drops below two and trading continues for more than six months, any member who carries on knowing that becomes severally liable under section 31 for the whole of the debts contracted in that period.

Shareholders and directors may be citizens or residents of any country, provided one board member clears the ordinarily-resident condition above.

Registered office. Every company registered in brunei must maintain one locally, at a physical address, from the date of incorporation.

Company secretary. Every company must appoint one, and the position can't be left vacant for more than 6 consecutive months. The secretary must be a natural person ordinarily resident in Brunei, and can't be the same person as a sole director. Unlike many rival jurisdictions, there is no licensed registered-agent model here. Providers supply a locally based secretary as part of their package instead. (Checked 11 Aug 2026: the Companies Act (Cap. 39) doesn't set out the secretary requirement in one standalone numbered section — it's spread across the Act's general provisions on officers and management — which is why summaries vary in how they describe it. The mandatory-appointment position above matches Brunei-based corporate services provider guidance; see here.)

Limited liability works as you would expect. Members' exposure is capped at any amount unpaid on their shares.

Accounts, Auditing and Annual Returns

Compliance is heavier than the old IBC brochures implied, and the two filing tracks run separately.

To the Registrar. Your first annual general meeting must be held within 18 months of incorporation. After that, one AGM every calendar year, never more than 15 months apart, as required by section 111. Annual returns are filed under sections 107 and 108, within 28 days after each meeting. A private company must have its accounts examined by an auditor but need not submit them to the registry. A public company must do both. Dormant companies still file and still pay the fee. Late filing attracts a daily default fine.

To the Collector of Income Tax. Your return goes in with certified audited financial statements attached. Section 56A(1a) requires records to be kept for seven years from the year of assessment the income relates to.

Sections 133A–133D provide audit exemptions for certain dormant and qualifying private companies, and under section 133D the Registrar can still demand audited accounts from an exempt company. Confirm your position before assuming an exemption applies.

Accounting standards are IFRS for public interest entities and Brunei Darussalam Accounting Standards for everyone else.

Company Names: What the Registry Will and Won't Approve

Names are checked closely, and certain words are protected.

Under section 20(2) you need the consent of His Majesty the Sultan and Yang Di-Pertuan for a name containing "Royal" or "Di-Raja", or one that in the Registrar's opinion suggests royal patronage or a connection with the Government. The same applies to names containing "Brunei Darussalam", "Co-operative", "Savings", "Trust" or "Trustee", or suggesting a link to a municipality or local authority.

Section 20(1) also blocks a name identical or confusingly similar to an existing company, limited liability partnership or registered business name, one likely to mislead the public about the company's nature or objects, or one the Registrar considers undesirable. "Chamber of Commerce" and "Building Society" are restricted.

Islamic Finance and the Sultanate's Rules

The country runs a dual legal system: English common law alongside Syariah law, with Islam the official religion of the Sultanate of Brunei.

For most trading and holding structures this changes nothing about how you incorporate. It becomes decisive the moment your business touches finance. Islamic banking, takaful and Syariah-compliant investment vehicles are licensed and supervised by BDCB under a framework entirely separate from registration. Incorporating does not authorise you to carry on any regulated activity, so check whether your activities in brunei need a licence before you trade. If you plan to sell financial services in brunei, budget for a separate licensing track.

One practical point. Alcohol sales are prohibited nationwide, which rules out a whole category of business before you start.

What Does Brunei Company Formation Cost?

Two numbers, and only one of them is fixed.

The government charge is small and public. A flat BND 300 to incorporate, about US$234, and BND 20 a year to file your annual return, about US$16. That is the whole of what ROCBN takes from you in a normal year.

Professional fees are the real number, and they are driven by substance, not paperwork. Brunei is not a jurisdiction where a registered agent files a form and hands you a certificate. What you are actually buying is:

• A resident director who satisfies the ordinarily-resident condition, plus the Ministry application if a foreign national is being put forward.
• A company secretary, locally based.
• A registered office at a physical address, renewed annually.
• Name reservation, the Memorandum and Articles, and the OCP filing.
• Annual accounts examined by an auditor, and the tax return with certified statements attached.

The resident director line is the one that moves the total, because you are paying someone to take on statutory duties and personal exposure, every year, not to sign once. Anyone quoting you a Brunei figure without asking how you intend to satisfy that condition has not priced the job.

We quote company incorporation services per engagement rather than off a menu, because the resident director arrangement, the sector you are trading in and whether you need banking alongside all change the answer. Book a consultation and you will get a figure for your actual structure instead of a headline that changes at the proposal stage.

How Is Brunei Company Formation Changing in 2026?

Two things are moving, and one deadline has effectively run out.

The EU grey list, and a clock that has stopped. The chronology matters here. Brunei Darussalam was added to Annex II on 18 February 2025 after committing to amend or abolish its foreign-source income exemption regime. It stayed there at the 10 October 2025 revision. Then on 17 February 2026 the Council of the European Union granted an extension to deliver that reform, after which it may be removed — six months for the main reform of the regime, and a further twelve months to bring foreign-source capital gains into it, applied retroactively from 1 January 2026. Nine jurisdictions now sit on Annex II: Belize, the British Virgin Islands, Brunei Darussalam, Eswatini, Greenland, Jordan, Montenegro, Morocco and Türkiye.

Note the arithmetic, because it matters right now. Six months from 17 February 2026 runs out on or about 17 August 2026 — and that falls before the next scheduled revision in October 2026, not after it. If you are structuring around foreign-source income received in the country, you are past the planning window and into the announcement window. Check the current Annex II position before you rely on the present treatment, because it may already have moved by the time you read this. Annex I, the actual blacklist, is a separate document and Brunei is not on it. (Re-checked against Consilium and the European Commission's taxation portal on 11 Aug 2026 — six days before the six-month deadline — with no further Council action on Brunei's listing since 17 February 2026. Re-check again ahead of, and after, the October 2026 revision.)

Registry housekeeping. Registration and corporate filing have consolidated into the One Common Portal. From 1 December 2025 the director non-disqualification statement became an in-portal declaration. More consequentially, ROCBN launched its Inactive Companies Strike-Off Initiative on 1 November 2025, aimed at companies registered under the Companies Act that are no longer trading. The mechanism is straightforward: companies that have not been filing annual returns are presumed to have stopped carrying on business, ROCBN issues an enquiry letter, and if no answer showing cause arrives within 30 days a notice goes into the Government Gazette with a view to striking the name off the register under section 287A(1). A dormant shell left unattended is not a safe parking spot.

An insight from three decades of formation work. When a jurisdiction retires an offshore regime, the marketing outlives the law by years, because nobody is paid to take a page down. The clients who get hurt are the ones who bought from a five-year-old brochure and found out when a bank asked to see the incorporation documents. The useful question is never what a website says a jurisdiction offers. It is who filed the last one of these, and when.

What to watch. The commitment has been accepted in principle and only more time requested, which points toward reform rather than a standoff. That said, if you rely on the foreign-source income treatment, watch EU and Government announcements closely, because further legislative change remains possible.

Brunei Company Formation with Offshore Protection

This structure suits a specific client. Someone with a real reason to be in the country or the wider BIMP-EAGA region, who can meet the resident director requirement, and who wants a stable ASEAN base rather than a tax-free shell. If that is not you, we will say so and point you somewhere better.

What we handle when you start a company in brunei: name reservation, the Memorandum and Articles, resident director and secretary arrangements, your office address, the OCP filing, and your first-year compliance calendar. Brunei corporate filings now run through a single portal, which makes incorporating a company in brunei faster than it was, though no less exacting.

A word on timing. Brunei company incorporation is not a same-week job. Brunei's resident director condition is the usual bottleneck, and it is the one part of a brunei business setup that nobody can rush for you.

Not sure this is the right fit? That is the conversation worth having before you spend anything. We have structured international companies since 1996, and half of what we do is talking people out of the wrong jurisdiction.

Frequently Asked Questions

• Can a foreigner start a business in Brunei?

  Yes, with one condition. There is no restriction on total foreign ownership, so a company can be 100% foreign owned in most sectors, and shareholders may be any nationality resident anywhere. The constraint sits at board level. Of your two minimum directors, one must be ordinarily resident, and a foreign national must apply to the Ministry of Finance and Economy to be treated that way. On unincorporated forms the rules are stricter: foreign nationals may not establish sole proprietorships or co-operative societies at all, and may enter a partnership only with the written approval of the Registrar of Business Names. Some sectors also require licences.

• How much does it cost to form and renew a Brunei company?

  The government charge is fixed and modest: a flat BND 300 to register, roughly US$234, and BND 20 a year to file your annual return, about US$16. Professional fees are the larger number and they are driven by substance rather than paperwork — a resident director who meets the ordinarily-resident condition, a locally based company secretary, a physical registered office, and annual accounts examined by an auditor. The resident director arrangement is what moves the total, because it is an ongoing statutory role rather than a one-off filing. We quote per engagement once we know how you intend to satisfy that condition.

• Is a Brunei company tax free?

  No. Corporate income tax is 18.5% of chargeable income on a threshold basis: the first BND 100,000 is charged at 25% of the rate and the next BND 150,000 at 50%. A newly incorporated entity is exempt on its first BND 100,000 for three consecutive years of assessment, and companies with turnover not exceeding BND 1 million qualify for the MSME exemption. Personal income is untaxed, with no capital gains tax and no VAT. But foreign income becomes taxable when received in the country, so this is not a pure territorial system.

• Does Brunei charge withholding tax on payments out of the country?

  Yes, on payments to non-residents, and this is the detail most summaries skip. Dividends paid out of profits already taxed locally are exempt, and payments between resident companies are clean. But interest, royalties, technical and management fees, rent of movable property and non-resident directors' remuneration all attract withholding tax, which the paying company must remit to the Collector of Income Tax within 14 days of payment. Rates depend on the payment type, and a double tax agreement may reduce them. If your structure pays fees or interest offshore, model this before you commit and take the current rate table from the Revenue Division directly.

• What happens if I pay my Brunei corporate tax late?

  The penalties are mechanical. For Year of Assessment 2012 onward, tax on estimated chargeable income is due by the ECI deadline, tax on your return by 30 June, and tax on an additional assessment within 30 days of the Notice of Assessment. Miss any of those and a 5% penalty applies to the amount due, then a further 1% of the outstanding tax for each completed month it remains unpaid, capped at 12% under section 72(1)(bb). Lodging an objection does not suspend payment — and the objection itself must be filed within 30 days of the Notice of Assessment being served.

• How many directors and shareholders do I need?

  Two of each, minimum. Directors must be at least 18 and not undischarged bankrupts, and at least one must be ordinarily resident locally. Where there are more than two directors, at least two must qualify. A private company is capped at 50 members under section 29(1), not counting qualifying employee members, restricts share transfers and cannot invite the public to subscribe. A shareholder may also serve as a director.

• Do I need a resident director, and how do I get one approved?

  Yes, and it is the single biggest practical hurdle. At least one of your two directors must be ordinarily resident, and a foreign national applies to the Ministry of Finance and Economy for that status under section 138(2). The Ministry's own guidelines confirm there is no statutory definition of "ordinarily resident" in the Companies Act; it assesses each application against the residence test in section 2 of the Income Tax Act, broadly presence or employment for 183 days or more, plus factors it does not publish. Treat it as a discretionary approval with a real timeline, not a formality. A wholly non-resident board is not banned outright but needs permission and justification, which is slower. Most foreign investors solve it by appointing a locally resident director through their provider.

• Does a Brunei company need audited accounts?

  Generally yes. A private company must have its accounts examined by an auditor but need not file them with the registry. A public company must do both. Your tax return must be accompanied by certified audited financial statements. Sections 133A–133D provide exemptions for certain dormant and qualifying private companies, and under section 133D the Registrar can still demand audited accounts from an exempt company. Confirm your position before assuming an exemption applies.

• What are the ongoing annual filing requirements?

  Two separate tracks. To the Registrar: your first annual general meeting within 18 months of incorporation, then one every calendar year and never more than 15 months apart under section 111, with the annual return filed under sections 107 and 108 within 28 days after each meeting and a BND 20 fee. To the Collector of Income Tax: estimated chargeable income within three months of your accounting period ending under section 52A, then the return by 30 June with certified audited statements. Records must be kept for seven years. Dormant companies still file and still pay. Late filing attracts a daily default fine, and failure to submit a return is an offence carrying a BND 10,000 fine.

• Can ROCBN strike my dormant Brunei company off the register?

  Yes, and it is actively doing so. ROCBN launched its Inactive Companies Strike-Off Initiative on 1 November 2025, targeting companies registered under the Companies Act that are no longer trading. Companies that have not been filing annual returns are presumed to have stopped carrying on business. ROCBN sends an enquiry letter, and if no answer showing cause is received within 30 days, a notice is published in the Government Gazette with a view to striking the name off the register under section 287A(1). Leaving a dormant Brunei shell unattended is not a safe parking strategy.

• Is company ownership in Brunei private?

  No, and you should not choose this jurisdiction expecting it to be. Directors and shareholders appear on a public register, bearer shares are not permitted, and there is no licensed registered-agent model holding your details confidentially the way the retired IBC regime did. What Brunei offers is stability, full foreign ownership and a modest tax rate, not anonymity. If confidentiality is your main objective, the honest answer is that a different structure suits you better and we will tell you which.

• What is the difference between Sdn Bhd and Bhd?

  Sendirian Berhad is the private form: up to 50 shareholders, restricted share transfers, no public offering, and two or more subscribers to incorporate. Bhd denotes a public company that may offer shares to the public, and section 4(1) requires seven or more subscribers to form one. Nearly every foreign investor uses the private form, and the wrong suffix in your Memorandum will hold up registration.

• How long does incorporation take?

  Filing is online, but plan for at least two weeks from name reservation to certificate of incorporation, and longer if your name needs consent under section 20(2) or your directors need ordinarily-resident status. The Ministry approval for a foreign national to be treated as ordinarily resident is the usual bottleneck and it is discretionary, so build slack into your timeline. Any provider quoting one-day registration is describing the retired IBC product, not an entity registered under the Companies Act.

• Is Brunei on the EU tax grey list?

  Yes. Brunei Darussalam sits on Annex II, the EU's state-of-play list for jurisdictions that have committed to reform, over its foreign-source income exemption regime. It was added on 18 February 2025 and retained at the 10 October 2025 revision. On 17 February 2026 the Council granted an extension to deliver that reform — six months for the main regime, twelve months for foreign-source capital gains — leaving nine jurisdictions on Annex II alongside Belize, the British Virgin Islands and Türkiye. The six-month extension runs out on or about 17 August 2026, before the next scheduled revision in October 2026; as of 11 August 2026 there has been no further Council action on Brunei's listing. Annex I, the actual blacklist, is a separate document and Brunei is not on it. Check the current position before relying on the existing treatment.

• Can I still buy a Brunei IBC or a shelf company?

  No. All 11 licensed agents have surrendered their licences, 6,292 IBCs have been struck off, and the 13 that remain are Government-linked and being phased out. There is no lawful route to a new IBC and no shelf stock. If you hold an existing one, your options are re-registration under the Companies Act or migration elsewhere. Take advice now rather than later.

Conclusion

The Sultanate still offers something worth having: a stable, high-income ASEAN base, no personal income tax, no capital gains tax, full foreign ownership and a modest 18.5% rate softened by generous thresholds. What it no longer offers is a tax-free offshore shell. Register a private company for real business in the region, keep your resident director and accounts in order, and it works well. Book a consultation and we will tell you whether it fits.

How Can Offshore Protection Help You?

Offshore Protection is a boutique consultancy that specialises in offshore solutions, creating bespoke global strategies using offshore companies, trusts and second citizenships so you can internationalise and diversify your business and assets.

We help you every step of the way, from start to finish, with a global team of dedicated consultants. Contact us to see how we can help you.