Doing business in Brunei Darussalam involves a structured process, particularly for foreign investors. The government has streamlined the process to encourage Foreign Direct Investment (FDI).
Here is a guide on how to approach doing business in Brunei:
1. Understand the Business Landscape and Choose an Entity
- FDI Environment: Brunei has an open economy, encourages FDI, and offers incentives. It is politically stable and has no personal income tax, and corporate tax is generally 18.5% (with possible exemptions for the first three years for newly incorporated companies up to a certain threshold).
- Business Structures: For foreign investors, the most common structures are:
- Private Limited Company (Sendirian Berhad or Sdn Bhd): This is the most common form. It requires a minimum of two directors and at least one of the two directors (or two, if there are more than two directors) must be an ordinarily resident in Brunei (a citizen, permanent resident, or a foreigner with a valid employment pass who has been granted “resident” status by the Registrar of Companies). It requires a minimum of two shareholders, who can be foreign. Foreign investors can have 100% foreign ownership.
- Public Limited Company (Berhad or Bhd): Less common, requiring a minimum of seven shareholders.
- Foreign Branch Office: An extension of an overseas company. It must appoint a local agent and have a registered office in Brunei.
- Note: Sole Proprietorships and Partnerships are generally restricted to Brunei citizens and permanent residents.
2. Registration Process
The business registration and company incorporation process is primarily done online through the One Common Portal (OCP) or the Registry of Companies and Business Names (ROCBN) under the Ministry of Finance and Economy.
Key Steps for Company Incorporation (Sdn Bhd):
- Choose and Validate Company Name: Check and ensure the proposed name is available and not prohibited.
- Create an ROCBN Account: Register an account on the official online portal.
- Complete Online Application: Fill in the application form for “Incorporation of a Company.” The flat fee for incorporation is BND $300.
- Prepare Required Documents: Typically includes:
- Memorandum and Articles of Association.
- List of Directors (Form X) and their signed Consent to Act as Director.
- Copies of directors’ NRICs (for locals) or passports (for foreign directors).
- Certificate of Ordinarily Resident (if applicable).
- Proof of Registered Office Address in Brunei.
- Submit and Pay: Upload the documents and pay the registration fee online.
- Receive Certificate: Once processed and approved (often within one working day for the certificate), the electronic Certificate of Incorporation is emailed. The company is often automatically registered with the Revenue Division for tax purposes.
3. Obtain Necessary Licenses and Permits
- Depending on your industry (e.g., food, finance, construction), you may need industry-specific licenses or permits from relevant government bodies like the Ministry of Industry, Municipal Department, or the financial regulator (BDCB).
- For certain business activities, approval from a regulatory authority is required before registration. The government offers resources to check the necessary approvals for different business sectors.
4. Immigration and Manpower
- Business Visa: Foreign investors will need a valid business visa. Citizens of countries with an APEC Business Travel Card (ABTC) may be exempted.
- Ordinarily Resident Director: As mentioned, an “ordinarily resident” director is required for a local company.
- Employees: You will need to comply with employment regulations, including registering your company with the Employees Provident Fund (EPF). You must also adhere to regulations for hiring foreign workers.
5. Compliance and Operations
- Taxation: Register with the Revenue Division. Corporate Income Tax is generally 18.5%. There is no personal income tax or VAT/Sales tax.
- Accounting: Maintain proper financial bookkeeping and file annual financial statements, along with annual returns, with the Registrar of Companies and the Collector of Income Tax.
- Registered Office: All companies must have a registered office and may require a registered agent.
It is highly recommended to seek professional advice from a local legal or corporate services firm in Brunei to ensure full compliance with the latest regulations, especially concerning directorship, residency, and specific industry licenses.