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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 TypeSole-ProprietorshipPartnershipCompanyCooperatives
DefinitionA business owned by one personA business firm/ organization of two or more business partnersA business form which is a legal entity separate and distinct from its shareholders and directors An autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.
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.                      

Members of the association

Registered under the Cooperative Societies Act Chapter 84
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

 A separate legal entity from its members

Can sue or be sued in cooperative's name

Can acquire, hold and dispose of properties 

Can enter into contracts


Members liability limited to the extent of their capital contribution in the society

No person shall be admitted to membership who is legally or mentally disabled or who is a bankrupt or against whom a conviction stands for an offence punishable with imprisonment
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 

Age 18 years or above



Brunei Citizens and Permanent Residents only




Consists of at least thirty persons

Person who is legally or mentally disabled or who is a bankrupt or convicted of an offence punishable with imprisonment are not qualified for membership and not allowed to manage the business
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

Costlier 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

Capital is contributed by all the members

Established by those with common interest and needs


Set-up fee$30 registration fee$30 registration fee$300 incorporation fee$15 registration fee
Continuity of the business entityExists as long as the owner is alive and desires to continue the businessExists subject to Partnership AgreementA company has perpetual succession until wound up or struck off  Exists as long as the members have the desire to continue to run the cooperative
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

Winding up - Voluntarily by members and by an order of the Registrar

Source: www.mofe.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).