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The description of corporate structures and prices quoted below is serving as a general guide and may be subject to the most recent changes of the legislation in various jurisdictions. We invite you to contact us for the latest update and free quotation.

COUNTRY: Brunei

Brunei Offshore Company Legal form: Since the establishment of the International Financial Center (BIFC) in 2000, Brunei is a "dual jurisdiction", whereby the international legislation offers "offshore" facilities, alongside the usual range of "domestic" legislation drawn from that of England and Wales. Offshore operations may take place within the following forms: International Business Company, International Limited Partnership and International Trust. The most popular offshore vehicle in Brunei is International Business Company (IBC). The incorporation of an IBC is governed by the International Business Company Order, 2000 (IBCO), which makes provision for tax-free corporate facilities at highly competitive cost levels. IBCs may be limited by shares, limited by guarantee, limited by shares and guarantee, of limited duration, Dedicated Cell Companies, created by conversion, re-domiciled or discontinued in Brunei. Foreign or overseas companies may register as Foreign International Companies, and also operate tax-free. Incorporation procedure: IBCs are incorporated by trust companies subscribing to Memorandum and Articles. A Certificate of Due Diligence must be filed with the constituent documents. This Certificate contains an undertaking by the trust company concerned that the IBC complies with applicable provisions of IBCO and that due diligence in respect of beneficial owners and the source of funding has been conducted, or will be conducted prior to commencement of business. A similar certificate is required at every annual renewal. Memorandum and Articles for the three classes of limited company are standardized and may be adopted in full or as modified. Name of the company: Brunei IBCs must use the suffix Limited or Ltd. to denote limited liability. IBCO requires the “official” name of an IBC to be in Roman characters. Chinese and Japanese characters or Arabic or Cyrillic script, or other characters, alphabet or script may by arrangement with the Registrar of Companies and Business Names be adopted in addition. Such alternative names and all documents in a foreign language are required to be presented with a certified translation. Shareholders: Brunei IBC in a form of private limited company must have at least two and not more than fifty shareholders. Shareholders need not be Brunei citizens or residents and may be individuals or bodies corporate. Other than bearer shares, which are prohibited, an IBC may issue the usual wide range of shares and classes of shares, including Dedicated Cell shares, options, warrants or rights to acquire securities of an IBC, including convertible securities. The minimum share capital: Brunei IBC can select its own minimum capital. Usual share capital is B$25,000. All shares must be fully paid when allotted. A company may not create different classes of shares. Bearer shares cannot be issued. Presently, joint shareholding is not allowed. Directors of the company and secretary: Directors may be individuals or bodies corporate of any nationality. A Resident Secretary provided by a Trust Company is mandatory, who also can be individual or corporation. A minimum of one director and one secretary are required. A register of directors must be held at the Registered Office, but it is not a matter of public record. The records of an IBC may only be searched subject to the prior grant of certain consents, except where circumstances, such as criminal activity, are adjudged by the Registrar to have arisen. This applies both to the Registrar's records and those of the IBC held at its registered office. Registered office and local agent: Brunei companies must maintain a local Registered Agent approved by the local authorities and a local Registered Office, which is usually provided by the Registered Agent. Statutory books of the company must be kept in the Registered Office. Audit and financial returns: All Brunei Darussalam incorporated companies, whether private or public must appoint Brunei Darussalam Registered Auditors who are authorized by the Sultan in Council to practice in Brunei. The Auditors are to report to the shareholders whether they have obtained all the information and explanations required and whether the Balance sheet submitted to the Annual General Meeting of the shareholders gives a true and fair view. Private companies are not required to file their annual accounts with the Registrar of Companies. Every Brunei company having share capital is required to submit an annual return in the prescribed form to the Registrar of Companies within 28 days of its annual general meeting. In addition to the above, most businesses are required to submit financial and non-financial details each year to the Economic Planning Unit for statistical purposes. Taxation: International Business Companies, International Limited Partnerships and International Trusts are exempt from corporate taxation. International banks will pay no tax, and neither will their staff, customers or products.  No taxes or duties of any description are levied, withheld or collected in respect of international insurance business of any licensee (includes insurer, managers, brokers, underwriters) of shares, and no filing or presentation of documents with or to any taxing or analogous authority in Brunei Darussalam is required. Meetings: Brunei IBC meetings need not be held in Brunei. Time needed for formation: Usually incorporation is completed within 5-7 working days, however we need 10 working days for legalization of documents and international courier delivery. In order to proceed with the formation of the Brunei Darussalam International Business Company please visit our  how do I start  page and then proceed to  filling in our application form Our costs and fees for the formation of Brunei Darussalam International Business Company       Formation cost includes:   - Name check and approval   - Drafting of Memorandum and Articles of Association   - Filing with official register   - Payment of government fees   - One set of originals of all standard corporate documents with Apostille   - Provision of local agent for one year   - Provision of registered address for one year   - Provision of company secretary for one year   - Courier fees   - Rubber stamp       Please contact us for  a free quotation, we shall respond immediately !     Optional services (to be chosen by the client) - Provision of nominee shareholder   - Provision of  nominee director   - Bank account opening in one of the banks in Brunei   - General Power of Attorney  with Apostille   - Apostille of one document   - Company seal   - Mail collection, mail forwarding ( please contact us for a quotation )   - Virtual office ( please contact us for a quotation )   - Good Standing Certificate with Apostille     Recurring maintenance fees from 2nd year and after   - Provision of registered office   - Provision of resident agent/company secretary   - Payment of annual government fee       Please contact us for  a free quotation, we shall respond immediately !       More information about Brunei Darussalam is available on our web site.  Please visit our Jurisdictions Directory   to buy specific directory or  register with our  offshore and tax knowledge database   which can offer you access to more than 3,000 pages of downloadable reference information and more than 2,000 various laws and regulations currently enacted in more than 60 countries around the world. 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