ChapterCHAPTER 39
TextCOMPANIES ACT
TextCOMPANIES
PreambleAn Act to provide for the incorporation and registration of companies in Brunei Darussalam, to control and regulate the relation between th...
PartPART 1
TextINCORPORATION OF COMPANIES AND MATTERS
PartPART 2
TextSHARE CAPITAL AND DEBENTURES
ScheduleSchedule 3 and set out the reports specified in Part 2 of that Schedule, and the said Parts 1 and 2 shall have effect subject to the provis...
ScheduleSchedule 5 or as near thereto as circumstances admit. (5) In the case of a company keeping a branch register, the particulars of the entrie...
ScheduleSchedule 15; and (b) all foreign companies registered under Part 9 other than a foreign company that is set out in Schedule 16. (2) The obl...
ScheduleSCHEDULE 1 TABLE A (sections 11, 114,307 and 323) REGULATIONS FOR MANAGEMENT OF COMPANY LIMITED BY SHARES 1. In these Regulations - "Act" m...
ScheduleSCHEDULE 1 (continued) 4. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to...
ScheduleSCHEDULE 1 (continued) 10. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in r...
ScheduleSCHEDULE 1 (continued) 20. The legal personal representatives of a deceased sole holder of a share shall be the only persons recognised by...
ScheduleSCHEDULE I (continued) 26. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think f...
ScheduleSCHEDULE 1 (continued) 32. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges,...
ScheduleSCHEDULE 1 (continued) (b) sub-divide its existing shares, of any of them, into shares of smaller amount than is fixed by the memorandum of...
ScheduleSCHEDULE 1 (continued) NOTICE OF GENERAL MEETINGS 42. Subject to the provisions of section 11 6(2) relating to special resolutions, 7 days'...
ScheduleSCHEDULE 1 (continued) 48. If there is no such chairman, or if at any meeting he is not present within 15 minutes after the time appointed...
ScheduleSCHEDULE 1 (continued) VOTES OF MEMBERS 54. On a show of hands every member present in person shall have one vote. On a poll every member s...
ScheduleSCHEDULE 1 (continued) 61. An instrument appointing a proxy may be in the following form, or any other form which the directors shall appro...
ScheduleSCHEDULE 1 (continued) POWERS AND DUTIES OF DIRECTORS 67. The business of the company shall be managed by the directors, who may pay all ex...
ScheduleSCHEDULE 1 (continued) and every director present at any meeting of directors or committee of directors shall sign his name in a book to be...
ScheduleSCHEDULE 1 (continued) 74. The directors to retire in every year shall be those who have been longest in office since their last election b...
ScheduleSCHEDULE 1 (continued) 82. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unl...
ScheduleSCHEDULE 1 (continued) 90. The directors may from time to time pay to the members such interim dividends as appear to the directors to be j...
ScheduleSCHEDULE 1 (continued) (3) all sales and purchases of goods by the company; and (c) the assets and liabilities of the company. 98. The book...
ScheduleSCHEDULE 1 (continued) Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying, an...
ScheduleSCHEDULE I - (continued) TABLE B (sections 14 and 323) FORM OF MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES 1st. The name of the...
ScheduleSCHEDULE 1 TABLE B - (continued) day of 20 " Witness to the above signatures, A.B. No. 13 Jalan Sultan, Bandar Seri Begawlan 278 Companies
ScheduleSCHEDULE 1 - (continued) TABLE C (sections 14 and 323) FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF COMPANY LIMITED BY GUARANTEE AND N...
ScheduleSCHEDULE 1 (continued) day of 20 Witness to the above signatures, A.B. No. 13 Jalan Sultan, Bandar Seri Begawan 1. In these Regulations - "...
ScheduleSCHEDULE 1 TPLBLE C - (continued) PROCEEDINGS AT GENERAL MEETINGS 11. No business shall be transacted at any general meeting unless a quoru...
ScheduleSCHEDULE 1 (continued) 18. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting, at wh...
ScheduleSCHEDULE 1 (continued) Company, Berhad, "I, of being a member of the Company, Berhad, hereby appoint of as myproxy, to vote for me and on m...
ScheduleSCHEDULE 1 (continued) POWERS AND DUTIES OF DIRECTORS 3 1. The business of the company shall be managed by the directors, who may pay all e...
ScheduleSCHEDULE 1 (continued) (c) becomes prohibited from being a director by reason of any order made under section 208 or 260; (d) is found ment...
ScheduleSCHEDULE 1 (continued) had become a director on the day on which the director in whose place he is appointed was last elected a director. 4...
ScheduleSCHEDULE 1 (continued) 47. The directors may delegate any of their powers to committees consisting of such member or members of their body...
ScheduleSCHEDULE 1 (continued) 53. The directors shall determine whether and to what extent and at what times and places and under what conditions...
ScheduleSCHEDULE 1 (continued) 59. Notice of every general meeting shall be given in some manner hereinbefore authorised to every member except tho...
ScheduleSCHEDULE 1 - (continued) TABLE D (sections 14 and 323) MEMORANDUM OF ARTICLES OF ASSOCIATION OF COMPANY LIMITED BY GUARANTEE AND HAVING SHA...
ScheduleSCHEDULE 1 TABLE D - (continued) WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a comp...
ScheduleSCHEDULE 1 TABLE D - (continued) 1. The Articles of Table A set out in Schedule 1 to the Companies Act, Chapter 39, shall be the articles o...
ScheduleSCHEDULE 1 - (continued) TABLE E (sections 14 and 323) MEMORANDUM OF ARTICLES OF ASSOCIATION OF UNLIMITED COMPANY HAVING SHARE CAPITAL 1st....
ScheduleSCHEDULE 1 TABLE E - (continued) day of 20 7, Witness to the above signatures, A.B. No. 13 Jalan Sultan Bandar Seri Begawan 1. The share ca...
ScheduleSCHEDULE 1 TABLE E - (continued) Names, Addresses and Descriptions of Subscribers "1. Ahmad bin Bakar ........................................
ScheduleSCHEDULE 2 (section 30) FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY PRIVATE COMPANY ON BECOMING PUBLIC COMPANY...
ScheduleSCHEDULE 2 - (continued) If the share capital of the company is divided into different classes of shares the right of voting at meetings of...
ScheduleSCHEDULE 2 - (continued) Full particulars of the nature and extent of the interest of every director in any property purchased or acquired...
ScheduleSCHEDULE 2 - (continued) (Signatures of the person abovenamed as directors or proposed directors or of their agents authorised in writing)....
ScheduleSCHEDULE 3 (sections 38 and 309) PART I MATTERS REQUIRED TO BE STATED IN PROSPECTUS 1. Except where the prospectus is published as a newspa...
ScheduleSCHEDULE 3 - (continued) 6. The amount payable on application and allotment on each share, and in the case of a second or subsequent offer...
ScheduleSCHEDULE 3 - (continued) 15. Full particulars of the nature and extent of the interest, if any, of every director in the promotion of, or i...
ScheduleSCHEDULE 3 - (continued) PART 3 PROVISIONS APPLYING TO PARTS 1 AND 2 OF SCHEDULE I . The provisions of this Schedule with respect to the me...
ScheduleSCHEDULE 4 (section 43) FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY PRIVATE COMPANY WHICH DOES NOT ISSUE PROSPE...
ScheduleSCHEDULE 4 - (continued) Amount (if any) paid or payable (in cash or shares or debentures) for any such property, specifying amount (if any...
ScheduleSCHEDULE 4 - (continued) paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce hi...
ScheduleSchedule 3 to this Act and the expression "financial year" has the meaning assigned to it in that Part of the said Schedule. Companies CAP....
ScheduleSCHEDULE 5 (sections 107 and 323) FORM OF ANNUAL RETURN OF COMPANY HAVING SHARE CAPITAL Annual Return of the Company, (including foreign co...
ScheduleSCHEDULE 5 - (continued) ??Total amount of calls received, including payments on application and allotment Total amount (if any) agreed to...
ScheduleSCHEDULE 5 - (continued) COPY OF LAST AUDITED BALANCE SHEET OF COMPANY Note - Except where the Company is a "Private Company" within the me...
ScheduleSCHEDULE 5 - (continued) The Return must be signed at the end by a Director or by the Manager or Secretary of the company. Delivered for fi...
ScheduleSCHEDULE 5 - (continued) List of persons holding shares in the Company, Berhad, on the day of ,20 , and of persons who have held shares the...
ScheduleSCHEDULE 6 (section 130) FORM OF STATEMENT TO BE PUBLISHED BY INSURANCE COMPANIES AND DEPOSIT, PROVIDENT OR BENEFIT SOCIETIES *The share ca...
ScheduleSCHEDULE 7 (Repealed by S 1/20] 6)
ScheduleSCHEDULE 8 (section 289) TABLE OF FEES TO BE PAID TO REGISTRAR 1. By company having share capital For incorporation of a company .............
ScheduleSCHEDULE 8 - (continued) Provided that no company is liable to pay in respect of nominal share capital on registration or thereafter any gr...
ScheduleSCHEDULE 8 - (continued) 10. For perusing memorandum or articles of a company in connection with an application for a licence under section...
ScheduleSCHEDULE 8 - (continued) 20. On lodging articles of association, charter, statute or other instrument of a foreign company ...................
ScheduleSCHEDULE 8 - (continued) 33. For any information concerning a company supplied by the Registrar in reply to a written application ............
ScheduleSCHEDULE 8 - (continued) 44. On lodging notice of change of situation or address or designation of situation or address of registered ofice...
ScheduleSCHEDULE 11 COMPANIES (FORMS) RULES Whereas on the ................. day of ........................ 20 ............... (6) ..................
ScheduleFORM XI - (continued) shares held by you in the said (a) .....................................................................................
ScheduleSCHEDULE 12 (Repealed by S 1/20] 6)
ScheduleSCHEDULE 13 (Repealed by S 1/20] 6)
ScheduleSCHEDULE 14 (Repealed by S 1/20] 6)
ScheduleSCHEDULE 15 (sections 3 10A(1), 3 10C and Schedule 16) COMPANIES TO WHICH PART 10A DOES NOT APPLY 1. Part 10A does not apply to any of the...
ScheduleSCHEDULE 16 (sections 3 lOA(1) and 3 10C) FOREIGN COMPANIES TO WHICH PART 10A DOES NOT APPLY 1. Part 1OA does not apply to any of the follo...
ScheduleSCHEDULE 17 (section 3 10B) MEANINGS OF "SIGNIFICANT CONTROL" AND "SIGNIFICANT INTEREST" Definition of "significant control" 1. For the pur...