How to Change a Company Director in Brunei Darussalam — Complete Step by Step Guide

Changes to a company's board of directors — whether appointing a new director, accepting a director's resignation, or removing a director — are among the most common corporate changes handled by Sdn Bhd companies in Brunei Darussalam. All director changes must be properly documented and notified to the Registry of Companies and Business Names (ROCBN) in accordance with the Companies Act (Cap. 39), Sections 142 to 148. This guide explains the complete process.

Types of Director Changes

There are three main types of director changes that may occur in a Brunei Sdn Bhd:

• Appointment of a new director — adding a new director to the board
• Resignation of an existing director — a director voluntarily stepping down
• Removal of a director — shareholders removing a director by resolution

Important Requirements Before Making Director Changes

Before proceeding with any director change, the following points must be noted:

• Every Sdn Bhd in Brunei must have at least one director who is ordinarily resident in Brunei Darussalam at all times
• A sole director cannot also serve as the company secretary
• If a resignation would leave the company without a resident director, the resignation cannot take effect until a replacement resident director is appointed
• All director changes must be reported to ROCBN within the legally prescribed period

Step by Step: Appointing a New Director

Step 1: Obtain Consent of the Proposed Director

The person proposed for appointment must provide written consent to act as director. They must confirm they are not disqualified from acting as a director under the Companies Act (Cap. 39) and agree to take on the statutory duties and responsibilities of a director.

Step 2: Pass a Board Resolution

The existing board of directors must pass a formal board resolution appointing the new director. The resolution must record the effective date of appointment and the particulars of the new director.

Step 3: Prepare and File Statutory Forms with ROCBN

The company's company secretary must prepare and file the relevant statutory forms with ROCBN notifying them of the director appointment. The forms must include the new director's full name, identity document number, nationality, residential address, and date of appointment.

Step 4: Update Statutory Registers

The Register of Directors must be updated to include the new director's particulars. This register must be maintained at the company's registered office.

Step by Step: Director Resignation

Step 1: Director Submits Written Resignation

The resigning director must submit a formal written notice of resignation to the company, specifying the effective date of resignation.

Step 2: Board Acknowledges the Resignation

The board of directors acknowledges the resignation by passing a resolution at the next board meeting or by written resolution.

Step 3: File Notification with ROCBN

The company secretary must notify ROCBN of the director's resignation within the legally prescribed period by filing the appropriate statutory form with the departing director's details and the effective date of resignation.

Step 4: Update Statutory Registers

The Register of Directors is updated to reflect the cessation of the director's appointment, including the date of cessation.

Documents Required for Director Changes

• Consent to act as director (for appointments)
• Written resignation letter (for resignations)
• Board resolution (appointment or acknowledgement of resignation)
• Copy of the new or departing director's identity document
• Completed ROCBN statutory notification forms
• Updated Register of Directors

Penalties for Failing to Notify ROCBN

Failure to notify ROCBN of director changes within the prescribed period is an offence under the Companies Act (Cap. 39). The company and its officers may be liable to fines. It is important that all director changes are reported promptly and accurately to maintain the company's good standing.

How Musbitha Sdn Bhd Can Help

Our experienced company secretarial team handles all director change documentation and ROCBN filings for Sdn Bhd companies across Brunei Darussalam. We prepare all required resolutions, consent forms, statutory notification forms, and updated registers — ensuring every change is properly documented and filed within the legally prescribed period.