Brunei offers clients and individuals a comprehensive offshore formation destination. The International Business Companies Order 2000 is the corporate legislation governing company formation.
Located on the island of Borneo in the South China Sea, the nation of Brunei offers the 3rd most protective banking secrecy regulations, full non-disclosure policies, and a relatively unknown offshore industry.
The small state of Brunei boasts of the highest macroeconomic stability in the world (according to Global Competitiveness Report 2010), the third most favourable tax regime in Asia, as well as the highest human development index in the Islamic world.
Though Brunei is relatively unknown in the world of offshore finance, it offers many offshore financial solutions to the prospective company looking to form a company in the region. Its downsides are that the country does not have a well-developed offshore financial industry, and due to its relatively recent legislation is a relatively unknown jurisdiction.
For more information on Brunei as an offshore tax haven click here.
Table of Contents:
Brunei IBC |
Corporate Details |
General |
|
Type of Entity |
International Business Company (IBC) |
Type of Law |
Common Law |
Governed by |
International Business Companies Order 2000 |
Registered Office in Brunei |
Yes |
Shelf company availability |
Yes |
Our time to establish a new company |
1 – 2 weeks |
Minimum government fees (excluding taxation) |
USD 400* |
Corporate Taxation |
No |
Access to Double Taxation Treaties |
No |
Share capital or equivalent |
|
Standard currency |
Brunei Dollar 1 Brunei Dollar = 1 Singapore Dollar |
Permitted currencies |
Any (Besides the Brunei Dollar) |
Minimum paid up |
USD 1 |
Usual authorized |
USD 1,000,000 |
Bearer shares allowed |
No |
No par value shares allowed |
Yes |
Directors |
|
Minimum number |
One |
Local required |
No |
Publicly accessible records |
No |
Location of meetings |
Anywhere |
Corporate directorship allowed |
Yes |
Shareholders |
|
Minimum number |
One (Director may be a shareholder) |
Publicly accessible records |
No |
Corporate shareholder allowed |
Yes |
Location of meetings |
Anywhere |
Company Secretary |
|
Required |
Yes |
Local or qualified |
Yes (local secretary required) |
Accounts |
|
Requirements to prepare |
Yes |
Audit requirements |
Optional |
Requirements to file accounts |
No |
Publicly accessible accounts |
No |
Recurring Government Costs |
|
Minimum Annual Tax |
USD 400 |
Annual Return Filing Fee |
None |
Other |
|
Requirement to file annual return |
Yes |
Migration of domicile permitted |
Yes |
* First year fee is USD 500 and every year thereafter is USD 400
It is required that an individual supply:
A Brunei IBC is free from all local taxation. This includes but is not limited to:
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There are no requirements for the disclosure of details and private information of Directors, Shareholders or the beneficial owner. All names/details are held confidentially by the registered agent.
All of the company’s financial details are also not publicly available and need not be submitted to authorities, nor do ones accounts need be audited or filed.
There are pieces of banking secrecy legislation inherent in the International Banking Order of 2000. According to Chapter 18 and 19 of the Order, the penalties for breaking the Brunei banking secrecy are imprisonment of up to two years and a fine up to USD 100,000.
Furthermore, a court order is required in order for a bank to disclose any private banking information, which is a rarity and is usually only done if it is seen to be apart of a criminal investigation, as the jurisdiction does not support the foreign governments' attempts at persecuting tax dodgers.
Shares may be issued as registered shares, preferential shares, redeemable shares and shares with or without voting rights and with or without par value. Bearer shares are not allowed.
There is a required minimum capital of USD 1 with a usual authorization of USD 1,000,000. There is no extra capital fee that needs to be paid even if a large authorized capital is adopted. The minimum issued capital is one share
There is a requirement of one Director for a Brunei IBC. The Director may be an individual or a corporate entity, maybe a resident of any country (except Brunei) and of any nationality. Single-member ownership of an IBC is also available. Details and names of the Director are not open to the public. All details are kept confidential with the local registered agent.
Only one shareholder is required for a Brunei IBC. A shareholder may be an individual or a corporate entity, a resident of any country (besides Brunei) and of any nationality. The details and information of the shareholder are not publically disclosed.
An IBC can not trade or own any real estate within the country, nor can it do business in the insurance, banking, investment or management industry without the proper licence granted from the relevant authorities. Similarly, an IBC cannot open itself to public investment unless it first obtains approval from the Registry.
A Brunei IBC is governed by the International Business Companies Order of 2000.
The legal and administrative system of Brunei is based on Common Law. Islamic Sharia law is also apart of the system that runs parallel to the common law code.
An IBC is given the powers to perform all acts and engage in all activities necessary to the attainment of the object of the IBC subject to provisions of the order.
Meetings of an IBC are not required and they may be held anywhere in the world.
There must be a local registered office as well as a local secretary. The accounts of the company shall also be kept at the registered office in Brunei.
A local company secretary is required.
English
The official language of Brunei is Malay; although English is widely spoken within the financial and business industries. Chinese is also widely spoken in the country.
Yes
There are no requirements to have accounts audited. It is optional and open to the discretion of the Director or the beneficial owner.
An IBC is required to file annual accounts with the Registry.
There are no exchange controls nor capital controls in Brunei
There are no requirements, however, it is required that financial statements are prepared and are kept within the local registered office in Brunei.
Yes shelf companies are readily available.
1-2 weeks
All names must be in English, although other languages can be used though there must be a certified English translation that is sent to the Registry.
Any name that is similar or is identical to an already existing company or one that suggests patronage to His Majesty the Sultan and Yang Di-Pertuan or that of a member of the Royal Family, the Government, or local authority of Brunei.
All company’s whose names contain the following words must seek the appropriate licence: Royal, Bank, Building, Society,
Insurance, Assurance, Trust Company, Trustee Company, Chamber of Commerce, Chartered, Cooperative, Imperial, Municipal or any word that is similar.
All company names should end with the word Limited, Corporation, Incorporated, Societe Anonyma, Sociedad Anonima, Berhad, Sendirian Berhad, or their relevant abbreviations.
There is no access to any Double Taxation treaties for Brunei IBC’s, although the country does have several DTT’s in place with Indonesia, and a limited treaty in place with the UK.
USD 500
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