Australian incorporating an aquaculture economy in Brunei
Oil-rich Brunei is seeking to diversify its economy by promoting private sector development in non-oil and gas industries. One beneficiary of this policy is the fisheries sector, the value of which has been estimated by the Brunei government at US$136 million per year and which is the subject of government assistance and incentives. With this in mind, our Client Neil Ashton approached Healy Consultants in September 2006 to incorporate an aquaculture company in Brunei. His intention was to introduce new technologies into the sector and obtain government assistance for doing so. Neil, originally from South Australia, was involved in aquaculture research and development at universities in Australia for much of his career, but believed the time was right to make the transition from academia to business in an exciting new market such as Brunei.
After an initial enquiry email to Healy Consultants, Neil spoke to Aidan Healy (managing director) to outline his Brunei objectives and expectations. For his part, Aidan explained some of the benefits and disadvantages of setting up in Brunei, as well as the tax, accounting and legal aspects of doing so. In addition, Aidan explained the requirement for a Brunei resident director (supplied by Healy Consultants) to fulfill statutory regulations for a limited liability company (LLC), the most suitable structure in our opinion. Aidan advised Neil that there would be no minimum capital requirements for this type of entity and that the company would be taxed at a corporate rate of 30%.
Following the phone conversation, Aidan emailed Neil an Engagement Letter for his signature and return to our Singapore office. This would include details of services he required as well as details of the proposed shareholders and directors of the company. A list of required due diligence documents of the directors and shareholders was also included, including passport copies and proof of address. Neil, who was keen to begin the engagement as soon as possible, accumulated the requested documents and sent them to Healy Consultants within a week. The funds transfer followed and Healy Consultants was able to begin the incorporation.
The first step of the engagement was to make an application to the Brunei Registrar of Companies (ROC) to reserve the proposed company name. Neil had provided in the engagement letter a list of three name choices, and his first choice was approved. Healy Consultants then prepared and submitted corporate documents to the ROC, including three copies of the Memorandum and Articles of Association; letters of consent from Neil and Healy Consultants as the acting directors of the company and; notice of the situation of the Registered Office (provided by Healy Consultants).
Before the documents could be submitted, Neil and Healy Consultants were required to make a statutory declaration at the Magistrate’s Court that the documents to be submitted to the ROC had been prepared in accordance with the Companies Act. This was not an issue as Neil had traveled to Brunei for a meeting with the Fisheries Minister, which had been arranged by Healy Consultants.
Two weeks after submitting the Memorandum and Articles of Association to the ROC, Healy Consultants received notification that they had been approved, enabling us to proceed to the next step – paying the filing and registration fees for the company, with original receipts provided to Neil in Australia. The ROC then issued a Certificate of Incorporation, two certified copies of the Memorandum and Articles of Association and registration forms for the Employees Provident Fund and the Collector of Income Tax. As the Certificate of Incorporation had been now been obtained, the company could now legally undertake business in Brunei.
However, most companies in Brunei use a company seal, which is used to stamp the company’s share certificates and is required by some Brunei banks for certain transactions. Healy Consultants therefore arranged to have a seal made, which was kept in our offices.
The final step of the engagement was to register with the Employees Provident Fund. Companies in Brunei have to pay the Employees Provident Fund for national employees and as Neil’s company would have predominantly Brunei national workers, this was a requirement. The incorporation was now complete.
To support the incorporation, Healy Consultants then assisted the Client to open a corporate bank account in Brunei.
Healy Consultants drafted a business plan highlighting the company’s activities, as well as details of the shareholders, directors and bank signatories, which would accompany the bank account application. Meanwhile, our Banking Team prepared a pack for the bank, including an application form signed by Neil, the business plan (also signed by Neil), as well as corporate documents from the ROC and personal due diligence provided by our Clients.
Healy Consultants submitted this application pack to the bank, and account approval was received two weeks later. Two weeks later, and in separate envelopes and mailings, Healy Consultants received Internet banking passwords and PIN numbers, allowing our Clients to conduct financial transactions online. We also received passwords and PIN numbers for the corporate ATM card, and these were kept by Healy Consultants for safe transfer to Neil.
The final step in the engagement was to obtain a Brunei work permit for Neil. This involved liaising with the Immigration and National Registration Department and submitting the following documents:
- An application letter from the new Brunei company addressed to the Director of the Immigration and National Registration Department; a Work Pass application form; a visa form and passport photos and passport photocopy;
- Healy Consultants arranged to pay the processing fee of B$20, and received approval for the Work Visa within one week. Neil was now able to live and work freely in Brunei, and this marked the end of the engagement.