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Choosing a business structure


 
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There are several types of business entities operating in Brunei Darussalam. Understand the criteria, liability and documents required for each, to decide which type of entity is best suited for your needs. If you are setting up business in Brunei Darussalam, you will need to establish a presence as either a Sole Proprietorship, a Partnership or a Company. The table below summarizes the key aspects of each type of business: 

Types of Businesses
Business Type Sole-Proprietorship Partnership Company
DefinitionA business owned by one personA business firm/ organization of two or more business partners

A business form which is a legal entity separate and distinct from its shareholders and directors 

Owned byOne personGenerally between 2 to 20 partners. A partnership of more than 20 partners must incorporate

Private Company

Private Company has at least 2 shareholders and a maximum of 50 shareholders. 

 

Public Company

Public Company has at least 7 shareholders/members.                      

Legal Status

Not a separate legal entity

 


Owner has unlimited liability

 

Can sue or be sued in individual's own name

 

Can also be sued in business names

 

Owner personally liable for debts and losses of business

Not a separate legal entity

 


Partners have unlimited liability

 

Can sue or be sued in firm's name

 

Cannot own property in firm's name

 

Partner's personally liable for partnership's debts and losses incurred by other partners

A separate legal entity from its members and directors.

 

Members have limited liability

 

Can sue or be sued in company's name

 

Can own property in company's name

  

Members not personally liable for debts and losses of company

Registration requirement

Age 18 years or above.

 

Brunei Citizens and Permanent Residents only

 

Undischarged bankrupt cannot manage business without court or Official Receivers' Approval

Age 18 years or above.

 

Brunei Citizens and Permanent Residents only

 

Undischarged bankrupt cannot manage business without court or Official Receivers' Approval

Age 18 years or above

 

Minimum of 2 directors (if 2, At least one of the directors shall be Ordinarily Resident in Brunei Darussalam)

 

Undischarged bankrupt cannot manage business without court or Official Receivers' Approval

 

At least two shareholders 

Formalities and expenses

Quick and easy to set up

 

Easy to administer and manage

 

Registration cost is minimal

 

 

 

Less administrative duties to adhere to

Quick and easy to set up

 

Easy to administer and manage

 

Registration cost is minimal

 

 

 

Less administrative duties to adhere to

More costly to set up and maintain

 

More formalities to comply with

 

Annual Returns must be filed as Statutory Requirement of General Meetings, directors, share allotments, etc

Set-up fee$30 registration fee$30 registration fee

$300 incorporation fee

Continuity of the business entityExists as long as the owner is alive and desires to continue the businessExists subject to Partnership Agreement

A company has perpetual succession until wound up or struck off 

Closing of the businessBy owner – Cessation of businessBy partners – Cessation of business or dissolution of partnership

Winding up – Voluntarily by members, compulsorily by the High Court

 

Striking Off

Source: www.mof.gov.bn 


Eligibility and requirements

Learn more about the eligibility and documents required to register a business (i.e. sole-proprietorship or partnership), or to incorporate a company (i.e. public or private limited liability).