Section 2
Interpretation
(1)
In this Act -
"accounting corporation" means a company approved or deemed to be approved as an accounting corporation under the
Accountants Order, 20 10 (S 1 15/20 10);
"accounting entity" means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership;
"accounting firm" means a firm approved or deemed to be approved as an accounting firm under the Accountants Order, 2010
(S 11 5/20 10);
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"accounting limited liability partnership" means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Order, 20 10 (S 1 15/20 10);
"accounting records", in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporations are made up;
"accounting standards" means the accounting standards made or formulated by the Accounting Standards Council under Part I11 of the Accounting Standards Order, 20 10 (S 1 16/20 10) and applicable to companies and to companies to which Part 9 applies in respect of their operations in Brunei Darussalam for the purposes of this
Act;
"accounts" means profit and loss accounts, or income and expenditure accounts, and balance sheets referred to in section 122
and includes notes (other than auditors' reports or directors'
reports) attached or intended to be read with any of those profit and loss accounts, income and expenditure accounts or balance sheets;
"annual general meeting", in relation to a company, means a meeting of the company required to be held by section 11 l(1);
"annual return" means the return required to be made, in the case of a company having a share capital, under section 107, and in the case of a company not having a share capital, under section 108;
"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in
Table A in Schedule 1 ;
"book and paper" and "book or paper" include accounts, deeds, writings and documents;
"certified", in relation to a copy of a document, means certified in the prescribed manner to be a true copy of that document and, in relation to a translation of a document, means certified in the
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prescribed manner to be a correct translation of that document into the English language;
"charge" includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
(deleted by S 27/2019);
"company" means a company incorporated or registered under this
Act;
"company limited by guarantee" means a company referred to in section 4(2)(b);
"company limited by shares" means a company referred to in section 4(2)(a);
"corporation" means any body corporate formed, incorporated or existing in Brunei Darussalam or outside Brunei Darussalam and includes any company to which Part 9 applies and any limited liability partnership but does not include -
(a)
any body corporate incorporated in Brunei Darussalam which is by notification published in the Gazette declared to be a public body or agency of the Government or a body corporate which is not incorporated for commercial purposes;
(b)
any corporation sole;
(c)
any co-operative society;
(d)
any registered trade union;
"Court" used in relation to a company means the Court having jurisdiction to wind up the company;
"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;
"default fine" means a default fine within the meaning of section 3 14;
"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a
B. L.R. 0. Y/2021
24
Companies corporation are accustomed to act and an alternate or substitute director;
"document" includes summons, notice, order, and other legal process, and registers;
"executive director" means a director who is concurrently an executive officer and "non-executive director" shall be construed accordingly;
"executive officer" means any person, by whatever name described, who -
(a)
is in the direct employment of, or acting for or by arrangement with, the company; and
(b)
is concerned with or takes part in the management of the company on a day-to-day basis;
"financial year", in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not;
"foreign company" means any company incorporated outside
Brunei Darussalam which has established a place of business in
Brunei Darussalam under Part 9;
[S 33/2016]
"limited company" means a company limited by shares or by guarantee;
"limited liability partnership" has the meaning given to it by section 5(1) of the Limited Liability Partnerships Order, 2010
(S 1 1 7/20 10);
"manager", in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director;
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"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
"Minister" means the Minister of Finance and Economy;
[S 2 7/2019]
"officer", in relation to a corporation, includes -
(a)
any director or secretary of the corporation or a person employed in an executive capacity by the corporation;
@)
a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and
(c)
any liquidator of a company appointed in a voluntary winding up, but does not include -
(i)
any receiver who is not also a manager;
(ii)
any receiver and manager appointed by the Court;
(iii)
any liquidator appointed by the Court or by the creditors; and
(iv)
an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order,
2016 (S 112016);
"Permanent Secretary" means the Permanent Secretary, Ministry of Finance and Economy;
(deleted by S 1/2016);
"private company" means -
(a)
any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the
Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company;
@)
any company incorporated as a private company by virtue of section 29; or
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(c)
any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;
"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
"public agency" includes -
(a)
the Government, including any ministry, department or agency;
(b)
any board, commission, committee or similar body, whether corporate or unincorporated, established by or under any written law for a public functions;
(c)
any other board, commission, committee or similar body appointed by the Government or by statutory body, for a public purpose;
"public company" means a company other than a private company;
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant
Registrar;
"related corporation", in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation by virtue of section 129A;
[S 331201 61
"resident in Brunei Darussalam" has the same meaning as in section 2 of the Lncome Tax Act (Chapter 35);
(deleted by S 2 7/2019);
"securities exchange" means securities exchange as defined in section 2(1) of the Securities Markets Order, 20 13 (S 59/20 13);
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"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
"statutory report" means the report referred to in section 112(2);
"Table A" means Table A in Schedule 1 ;
"unlimited company" means a company formed on the principle of having no limit placed on the liability of its members;
"voting share", in relation to a body corporate, means an issued share in the body corporate, not being -
(a)
a share to which, in no circumstances, is there attached a right to vote; or
(6)
a share to which there is attached a right to vote only in one or more of the following circumstances -
(i)
during a period in which a dividend (or part of a dividend) in respect of the share is in arrear;
(ii)
on a proposal to reduce the share capital of the body corporate;
(iii)
on a proposal that affects rights attached to the share;
(iv)
on a proposal to wind up the body corporate;
(v)
on a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;
(vi)
during the winding up of the body corporate.
[S 331201 61
(2)
A person is not deemed, within the meaning of any provision in this Act, to be a person in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity.
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