Section 134
of International Business Companies Order, 2000
Section 134
(1)
A foreign company shall not have a place of business in Brunei Darussalam or carry on business in Brunei Darussalam unless it is registered as a foreign international company under this Part or under Part IX of the Companies Act (Chapter 39), and in the case of a foreign international company, appoints a registered agent and a resident secretary supplied by a registered agent, and a foreign company which acts, and every officer thereof who permits
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
113
BLUV as at 20th June 2017
the foreign company to act, in contravention of this subsection shall be guilty of a offence against this Order.
(2)
Every foreign company desirous of registering under this Part shall, prior to establishing a place of business, or carrying on business, in Brunei Darussalam, lodge through its registered agent with the Registrar for registration –
(a)
a certified copy of the certificate of its incorporation or registration in its place of incorporation or origin, or a document of similar effect;
(b)
a certified copy of its charter, statute or Memorandum and Articles or other instrument constituting or defining its constitution;
(c)
a list of its directors and officers containing similar particulars with respect to its directors as are required to be contained in the register of the directors and secretaries of an IBC under section 67;
(d)
where the list referred to in paragraph (c) includes directors resident in
Brunei Darussalam who are members of the local board of directors, a memorandum duly executed by or on behalf of the foreign international company stating the powers of the local directors;
(e)
a memorandum of appointment or power of attorney under the seal (if any) of the foreign company or executed on its behalf in such manner as to be binding on the company and, in either case, verified in the prescribed manner, stating the name of a registered agent that is authorized to accept on its behalf service of process and any notice required to be served on the company;
(f)
a certificate in the prescribed form made by an officer of the registered agent;
(g)
a certificate of due diligence;
(h)
a list of its members containing similar particulars as are required to be contained in the share register or register of members of an IBC under sections 46 and 47 respectively; and
[S 75/2013; S 53/2017]
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
114
BLUV as at 20th June 2017
(i)
such other information and documents as the Registrar may require, and the Registrar may, on payment of the prescribed fees, and subject to this Order and any condition which he may impose, register the company under this Part as a foreign international company by registration of the documents.
(3)
The Registrar shall issue a certificate in the prescribed form of every registration of a foreign international company and the certificate shall be conclusive evidence that the requirements as to registration have been complied with.
(4)
Where a memorandum of appointment or power of attorney lodged with the
Registrar in pursuance of subsection (2)(e) is executed by a person on behalf of a foreign international company, a copy of the deed or document by which that person is authorised to execute the memorandum of appointment or power of attorney, verified by the registered agent shall be lodged with the Registrar and the copy shall for all purposes be regarded as an original.
(5)
A foreign international company shall pay the prescribed initial fee and shall pay an annual fee of such amount as may be prescribed not later than thirty days from each anniversary of the date of its registration.
Prohibition and restriction on foreign international company.