Business in Brunei

A Sole Proprietorship has one owner and no separate legal identity, so the owner has unlimited personal liability. A Partnership generally has two to twenty partners and also has no separate legal identity, leaving the partners exposed to unlimited liability. More than twenty partners require a company structure. A company is a separate legal entity with limited liability and perpetual succession. A private company requires at least two shareholders, may have no more than fifty shareholders and restricts share transfers. A public company requires at least seven members. A foreign-incorporated business may operate through a registered branch in Brunei. Sole Proprietorships and Partnerships are generally available to Brunei Citizens or Permanent Residents aged at least 18. An undischarged bankrupt needs approval from the court or Official Receiver. Company applicants must be at least 18 and provide at least two directors and two shareholders. If a company has exactly two directors, at least one must ordinarily reside in Brunei; with more than two directors, at least two must ordinarily reside in Brunei. Foreign ownership of a company can reach 100%, subject to sector-specific rules and approvals. The registration process normally starts with an OCP account, followed by “+New Entity”, name validation, document upload, online payment and ROCBN approval. A Business Name registration costs BND 30 and company incorporation costs BND 300. The electronic certificate is sent by email and is normally issued within one working day. Company documents commonly include an NRIC or passport, director consent or Form X, the Memorandum and Articles, and share-capital and allotment information. A foreign branch also needs certified documents from the country of incorporation, constitutional documents, a company resolution, information about directors and authorised persons, a Brunei registered office and at least two Brunei-resident service agents. A late Registrar filing can result in a BND 100 penalty. ROCBN registration does not replace permission to operate. The Business Guidelines Simulator and OneBiz can help identify the approvals for a particular activity. Food businesses may need a Halal Certificate or Permit. Tourism accommodation and travel agencies may fall under the Tourism Order 2016 and require approval from the relevant tourism authority. Professional, medical, legal, financial, environmental and mining activities can require additional registration, licences or approvals. Premise, building or land assessments can delay final approval, and licence fees depend on the responsible authority and activity. BEDB, also known as DARe, provides several business support pathways. Micro Bootcamp lasts two weeks and covers business planning, finance, marketing and pitching; access generally requires Brunei Citizenship or Permanent Residency and an age of at least 18. Accelerate Bootcamp is intended for a registered startup with a product or service before entry and a scalable or innovative focus. The BEDB iCentre offers one year plus a possible additional year of incubation for a registered Brunei-based venture with a prototype, minimum viable product or proof of concept. It provides co-working, mentoring, workshops and networking. Under Co-Matching, BEDB can fund up to 70% while the applicant provides at least 30%. Starting Up support covers businesses operating for up to twelve months, with fewer than twenty employees and up to BND 10,000 available; Expansion support covers businesses operating for more than twelve months, with fewer than one hundred employees and at least one year of records or bookkeeping, with up to BND 20,000 available. These grants generally require a business that is 100% locally owned by Citizens or Permanent Residents and a locally owned product or service. Costs incurred before an award are not eligible. Foreign founders may use a company structure. A foreign branch requires a Brunei registered office and at least two Brunei-resident service agents. Importers and exporters must register with the Royal Customs and Excise Department (RCED) or use a registered forwarding agent. The Brunei Darussalam National Single Window (BDNSW) supports permits, declarations and port clearance. Restricted and prohibited goods, customs duties and activity-specific requirements need separate checking. Approved export activities may apply for a 1% tax regime for an Sdn Bhd or Bhd, provided local sales do not exceed 20% of turnover. The export calculation excludes losses, capital allowances and tax credits. A limited company has annual-return and statutory-governance duties. OCP supports company and business maintenance, while the Business Reporting Portal can collect company or business data and performance information through BruneiID or e-Darussalam; registration approval through that portal can take up to three working days. Companies with revenue below BND 1,000,000 may fall within the stated audit exemption, but they still have tax-return and record-keeping duties. BruIPO handles patents, trademarks, industrial designs and plant varieties. Consumer complaints can go to the Consumer Affairs Division. The Small Claims Tribunal handles claims up to BND 10,000, while larger commercial disputes may proceed through BDAC or the Commercial Court. A limited company deriving or receiving Brunei income generally faces corporate income tax at 18.5% of chargeable income. Sole Proprietorships and Partnerships registered as Business Names do not pay corporate income tax. Brunei has no personal income tax or capital-gains tax. The annual Income Tax Return deadline is 30 June, and estimated chargeable income is generally due within three months after the accounting period. A qualifying newly incorporated resident company can receive an exemption on its first BND 100,000 of chargeable income for the first three consecutive Years of Assessment, with the next BND 150,000 taxed at 50% of the applicable rate. Pioneer Status and the Investment Incentives Order 2001 may provide corporate-tax or import-duty relief where the conditions are met. ROCBN registration automatically registers the business with TAP. Eligible local and Permanent Resident employees under 60 include directors, permanent, temporary, part-time and contract employees, probationers, apprentices and paid interns. SPK member contributions are stated at 8.5% of basic salary, while the employer pays the prescribed salary-group rate, with a stated minimum of BND 57.50. Employers must complete payment and employee listings by the 15th of the following month; late payment can trigger penalties and charges. Detailed employment-law questions belong to the labour-law framework, but these contribution duties directly affect business compliance. A Business Name can be ceased through OCP, with no listed cessation fee. A company can use voluntary winding-up, High Court compulsory winding-up or striking-off. An OCP strike-off application costs BND 30, and an objection or withdrawal costs BND 10. A dormant company still has Income Tax Return and record-keeping duties. The Insolvency Order 2016 provides rehabilitation and rescue mechanisms together with creditor and debtor protection. Tax, TAP, reporting and other outstanding duties should be settled or documented before closure.