Starting a Business - Brunei

The Companies Act (Cap. 39) imposes no blanket foreign-equity cap; 100% foreign ownership is permitted in most sectors. However, retail trade generally requires a Brunei citizen or permanent-resident partner, and banking licenses carry strict nationality and capitalisation conditions.

Under Cap. 39, at least one of the first two directors (or at least two directors where more than two are appointed) must be individuals ordinarily resident in Brunei Darussalam. Foreign founders without a local presence must appoint a qualifying nominee director.

There is no statutory minimum paid-up capital requirement for a private limited company incorporated in Brunei. At least two shareholders, each holding a minimum of one share, are required; shareholders may be of any nationality.

The process runs through the One Common Portal (OCP): (1) reserve a company name via ROCBN; (2) prepare Memorandum and Articles of Association plus KYC documents; (3) submit application and pay BND 300 registration fee; (4) receive Certificate of Incorporation. The full process typically takes one to two weeks.

Post-incorporation, many activities require additional licenses. Banking requires a license from the Brunei Darussalam Central Bank (BDCB) with foreign branch minimum net head-office funds of BND 30 million. Legal, medical, and accounting practitioners need sector-specific authority approvals. Retail businesses require a Business License from MOFE.

The Brunei Economic Development Board (BEDB), via its FDI Action and Support Centre (FAST), provides a fast-track permitting system and assigns a dedicated account manager to foreign investors, reducing the administrative burden of obtaining multi-agency permits and approvals.