Business entities in Brunei

Business entities in Brunei

Brunei different business entity types and company setup requirements We can assist our Clients to do business in Brunei by registering a local entity, subject to local tax. Please read the page below for further information available on the different types of business entities available in Brunei, and their best uses.

Doing business outside of Brunei with a local entity

The Brunei international limited partnership (Brunei ILP)

  • The Brunei international limited partnership consists of general partners, amongst whom at least one must be a licensed entity in Brunei, and limited partners, who can all be foreigners. General partners’ approval is required for all business activities of the partnership;
  • Best uses: while we will assist our Clients to register a Brunei ILP if required, Healy Consultants recommends to use Brunei IBCs for most trading and holding activities.

Doing Brunei in Brunei with a local entity

The Brunei limited liability company (SDN BHD)

  • The Brunei limited liability company (or Brunei private limited company) requires i) at least 2 shareholders at incorporation, who can be of any nationality and country of residence and ii) only US$1 of share capital. However, half of the company’s directors must be either Bruneians or Brunei permanent residents. If needed, Healy Consultants will be pleased to provide our Clients with a nominee resident director. For further information on this service, please refer to our Brunei resident director page;
  • All Brunei LLCs must also submit their annual financial statements to a statutory auditor and then file them with the Ministry of Finance;
  • Best uses: Brunei local companies are the most commonly used vehicle to do business with Bruneian residents.

The Brunei free zone company

  • Foreigners can register limited liability companies in the single free trade zone of Brunei, the Pulau Muara Besar Free Trade Zone. Such companies can benefit from up to 15 years of tax holidays;
  • Best uses: Brunei free zone companies are usually conducting repackaging or light manufacturing activities for products then re-exported in Malaysia, Indonesia, Philippines and Singapore.

The Brunei public limited company (BHD)

  • Although the Brunei PLC only requires US$1 of share capital, all its shareholders and half its directors to be Bruneians or Brunei PR. This entity is not differentiated from a branch;
  • All Brunei PLCs must submit their annual financial statements to a statutory auditor and then file them with the Ministry of Finance;
  • Best uses: Foreigners are usually not interested to setup a Brunei PLC. If our Clients are willing to raise capital, a better alternative is to register a Singapore or Hong Kong PLC.

The Brunei branch

  • Brunei corporate law allows foreign companies to open 100% foreign-owned branch office, provided they have 1 resident company secretary and a registered office in Brunei. The scope of operations for this Brunei legal entity will be defined by the parent company. Branch offices in Brunei are subject to standard corporate tax and withholding tax and must file their annual financial statements with the Registrar of Companies;
  • Best uses: Branch registration is a good alternative for Clients who are not comfortable with the requirement to appoint resident directors when setting up a local limited liability company. However, the foreign company will be subject to unlimited liability against losses and debt incurred by its Brunei branch.

The Brunei representative office

  • This entity is not differentiated from a branch.

Table of comparison between Brunei resident entities

Operations and logisticsBrunei International PartnershipBrunei LLCBrunei free zone companyBrunei PLCBrunei branch
Locally known asILPSDN BHDBrunei FTZBHDBranch office
Doing business in Brunei permitted?NoYesYesYesYes
Allowed to sign contracts with local Clients?NoYesYesYesYes
Allowed to invoice local Clients?NoYesYesYesYes
Can rent local office premises?YesYesYesYesYes
Allowed to import raw materials?NoYesYesYesYes
Allowed to export goods?YesYesYesYesYes
Accounting and tax
Corporate tax rate?0%18.50%0%18.50%18.50%
Corporate bank account?HSBC UKHSBC BruneiSBC BruneiHSBC BruneiCitibank Bank Brunei
Statutory audit required?NoNoNoYesYes
Annual tax return to be submitted?NoYesYesYesYes
Access to DTAAs?NoYesYesYesYes
Company law
Issued capital required?US$2US$1US$1US$1None
Resident director required?NoYesYesYesYes
Resident bank signatory requiredNoNoNoNoNo
Local shareholder required?NoNoNoYes (100%)No
Minimum number of directors?11131
Minimum number of shareholders?1111Parent company
Individual shareholders allowed?YesYesYesYesNo
Corporate director(s) allowedYesYesYesYesNo
Corporate shareholders allowed?YesYesYesYesYes
Public register of shareholders and directorsNoYesYesYesYes
Immigration
Can the entity hire expatriate staff?NoYesYesYesYes
How long to get work permit approved?3 months3 months3 months3 months3 months
Fees and timelines
How long to set the entity up?2 weeks3 months5 months3 months14 weeks
How long to open corporate bank account?1 month1 month1 month1 month1 month
Estimate of engagement costsContact usUS$10,960US$18,710US$17,130US$11,630
Draft invoiceContact usBrunei LLC invoiceBrunei freezone invoice

Contact us

For additional information on our business setup services in Brunei, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Karen Lee, directly:
client relationship officer - Karen