Brunei Business Registration Guide 2026

Overview — Business Registration in Brunei

The Registrar of Companies and Business Names (ROBD) under the Ministry of Finance and Economy is responsible for company registration and business name registration in Brunei. The Companies Act (Chapter 39) governs company formation, and the Business Names Act (Chapter 92) governs sole proprietorships and partnerships. ROBD operates an online portal for company registration, name reservation, and filing of annual returns. Brunei has a relatively straightforward company registration process, though foreign ownership is subject to restrictions in certain sectors. The Brunei Economic Development Board (BEDB) provides support for foreign investors and can facilitate the registration process.

Company Types Under the Companies Act

The Companies Act provides several business structures for investors:

• Private limited company (Sdn Bhd) — most common structure, minimum 1 shareholder and 1 director (at least one director must be ordinarily resident in Brunei), shares not offered to the public
• Public limited company (Bhd) — shares may be offered to the public, subject to additional regulatory requirements
• Branch of a foreign company — foreign companies may register a branch in Brunei to carry on business
• Foreign company representative office — limited to non-commercial activities (market research, liaison)
• Sole proprietorship — individual trading under a registered business name
• Partnership — 2 to 20 partners under the Partnership Act

A private company limited by shares (Sdn Bhd) is the most common structure for both local and foreign investors. The minimum share capital is BND 1, though BND 100,000 is typical for foreign-owned companies.

Incorporation Process — Step by Step

The typical company incorporation process in Brunei involves the following steps:

• Step 1 — Name reservation — Submit proposed company name(s) to ROBD for approval. Fee BND 5. Processing time 1–2 days.
• Step 2 — Prepare documents — Memorandum and Articles of Association, statutory declarations of directors and shareholders, registered office address, consent to act as director
• Step 3 — Payment of fees — Registration fee depends on share capital: BND 500 (capital up to BND 25,000), BND 1,000 (up to BND 100,000), BND 2,000 (over BND 100,000)
• Step 4 — Submission — Submit documents to ROBD online or in person. Processing time 1–2 weeks.
• Step 5 — Certificate of Incorporation — ROBD issues the certificate and company seal

Total government fees for a standard incorporation: approximately BND 500–2,000. Professional fees (company secretary, legal): BND 500–1,500. Total cost: approximately BND 1,000–3,500.

Tax Registration

After incorporation, the company must register for corporate tax with the Revenue Division of the Ministry of Finance and Economy. The process includes:

• Submitting the Certificate of Incorporation and Memorandum and Articles
• Obtaining a tax reference number (TRN)
• Registering for TAP (Tabung Amanah Pekerja) with the TAP office within 30 days of hiring employees
• Registering for SCP if offering the supplemental pension

Tax registration is straightforward and the TRN is issued within 1–2 weeks. There is no VAT registration (Brunei has no VAT). Companies employing staff must register with TAP and submit monthly contribution schedules. Sole proprietorships and partnerships are not subject to corporate tax (the proprietor/partners are not taxed on business income as individuals).

Business Licences & Sector Restrictions

Depending on the business sector, additional licences and permits may be required:

• General business licence — from the relevant ministry or municipal department
• Restaurant/food business — licence from the Ministry of Health (food hygiene)
• Construction — contractor licensing from the Ministry of Development
• Financial services — licence from Autoriti Monetari Brunei Darussalam (AMBD)
• Tourism/hotel — licence from the Ministry of Primary Resources and Tourism
• Education/training — registration with the Ministry of Education

Foreign ownership is restricted in several sectors including: retail trade (certain categories), professional services (legal, accounting, engineering), and land transportation. Foreign investors should check the relevant regulations before incorporating. The BEDB can advise on sector-specific restrictions and incentives.

FAQs

Can a foreigner register a company in Brunei?

Yes, foreigners may register a company in Brunei. At least one director must be ordinarily resident in Brunei (this can be a nominee director if the foreign shareholder does not reside in Brunei). The minimum share capital for foreign-owned companies is typically BND 100,000.

How long does the full registration process take?

Name reservation: 1–2 days. Incorporation: 1–2 weeks. Tax registration: 1–2 weeks. Total: approximately 2–4 weeks with professional assistance.

What are the annual compliance requirements?

Annual return to ROBD (filed within 30 days of anniversary of incorporation), corporate tax return (within 3 months of year-end), TAP monthly contributions, and maintenance of statutory registers.

Disclaimer

This guide provides general information about business registration in Brunei for 2026. Laws, fees, and procedures may change. Always consult with a qualified corporate lawyer or the Registrar of Companies and Business Names for advice specific to your situation. InvestmentKit does not provide legal advice.