Business entities in Brunei
Healy Consultants will be pleased to assist our foreign Clients to run a business by setting up a limited liability company in Brunei. Our Brunei company setup services can also include a public limited company, a branch or a representative office.
The Brunei offshore company (Brunei IBC company)
Please refer to the complete Brunei IBC company web page for more information regarding Brunei International Business Center company (Brunei company setup strictly for offshore companies).
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.
The Brunei public limited company (BHD)
- Although the Brunei PLC only requires US$1 of share capital, foreigners are usually not interested to setup such Brunei company, as it requires i) all its shareholders and ii) half its directors to be Bruneians or Brunei PR;
- All Brunei PLCs must submit their annual financial statements to a statutory auditor and then file them with the Ministry of Finance.
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.
The Brunei representative office
While the Brunei representative office can be 100% foreign owned, it is not allowed to pursue production-related or commercial activities. Consequently, this entity can only engage in i) market research and ii) promoting the business of the parent company.
Table of comparison between Brunei resident entities
|Also known as:||SDN BHD||Branch||Rep office|
|How long to set the company up?||12 weeks||14 weeks||14 weeks|
|How long to open company bank account?||3 weeks||3 weeks||3 weeks|
|Wholly foreign owned?||Yes||Yes||Yes|
|Minimum share capital?||US$1||US$1||US$1|
|File annual tax return?||Yes||Yes||No|
|Corporate bank account?||HSBC||Citibank||Standard Chartered|
|Does our Client need to travel?||No||No||No|
|Resident director required?||Yes||No||No|
|Minimum directors allowed?||1||1||1|
|Brunei resident company secretary required?||No||Yes||No|
|Corporate shareholders allowed?||Yes||Yes||Yes|
|Corporate director(s) allowed?||No||No||No|
|Brunei corporate tax rate?||20%||20%||0%|
|Annual financial statements required?||Yes||Yes||Yes|
|Statutory audit required?||Yes||Yes||No|
|Allowed to issue sales invoices in Brunei?||Yes||Yes||No|
|Allowed to sign contracts with Lebanese entities?||Yes||Yes||No|
|Allowed to import and export goods?||Yes||Yes||No|
|Can rent an office in Brunei?||Yes||Yes||Yes|
|Can buy Brunei property?||Yes||Yes||No|
|Can own equity in other Brunei companies?||Yes||Yes||No|
|Total Brunei business setup costs in Yr. 1||US$10,960||US$11,630|
|Subsequent annual costs (incl. accounting and tax fee)||US$6,500||US$6,400|
|Sample engagement fee invoice|