Business entities in Brunei

Business entities in Brunei

Brunei different business entity types and company setup requirements 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

 LLCBranchRep office
Also known as:SDN BHDBranchRep office
How long to set the company up?12 weeks14 weeks14 weeks
How long to open company bank account?3 weeks3 weeks3 weeks
Legal liability?LimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYes
Maximum foreign-ownership?100%100%100%
Minimum share capital?US$1US$1US$1
File annual tax return?YesYesNo
Corporate bank account?HSBCCitibankStandard Chartered
Does our Client need to travel?NoNoNo
Resident director required?YesNoNo
Minimum directors allowed?111
Minimum shareholders?211
Brunei resident company secretary required?NoYesNo
Corporate shareholders allowed?YesYesYes
Corporate director(s) allowed?NoNoNo
Brunei corporate tax rate?20%20%0%
Annual financial statements required?YesYesYes
Statutory audit required?YesYesNo
Allowed to issue sales invoices in Brunei?YesYesNo
Allowed to sign contracts with Lebanese entities?YesYesNo
Allowed to import and export goods?YesYesNo
Can rent an office in Brunei?YesYesYes
Can buy Brunei property?YesYesNo
Can own equity in other Brunei companies?YesYesNo
Total Brunei business setup costs in Yr. 1US$10,960US$11,630
Subsequent annual costs (incl. accounting and tax fee)US$6,500US$6,400
Sample engagement fee invoice

Contact us

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