How to Register a New Company (Sdn Bhd) in Brunei Darussalam — Step by Step

Registering a Private Limited Company (Sendirian Berhad or Sdn Bhd) in Brunei Darussalam is governed by the Companies Act (Cap. 39) and administered by the Registry of Companies and Business Names (ROCBN). Here is a complete step-by-step guide to the incorporation process.

Step 1: Choose Your Company Name

Your proposed company name must be approved by ROCBN. The name must:

• Not be identical or too similar to an existing registered company
• Not contain restricted or prohibited words
• End with "Sendirian Berhad" or "Sdn Bhd"

Step 2: Prepare Required Documents

The following documents are typically required for incorporation:

• Memorandum and Articles of Association (M&AA)
• Identity documents of all directors and shareholders
• Residential addresses of directors and shareholders
• Registered office address in Brunei
• Details of initial share capital and shareholding structure

Step 3: Minimum Requirements

• At least one director who is ordinarily resident in Brunei
• At least one shareholder (individual or corporate)
• A qualified company secretary appointed within 6 months of incorporation
• A registered office address in Brunei Darussalam

Step 4: File with ROCBN

All incorporation documents are filed with ROCBN. The typical processing time is 2 to 4 weeks from the date of submission, subject to ROCBN's review and approval of your company name and documents.

Step 5: Post-Incorporation Requirements

After successful incorporation, your company must:

• Hold the first Annual General Meeting within 18 months
• File Annual Returns with ROCBN within 30 days of each AGM
• File Income Tax Returns with the Revenue Division by 30 June each year
• Maintain proper accounting records