Section 156
of International Business Companies Order, 2000
Section 156
(1)
In accordance with the provisions of this section, an IBC may be removed from the register for the purposes of becoming incorporated under the law of a jurisdiction outside
Brunei Darussalam (in this section referred to as “the overseas law”).
(2)
A removal and transfer falling within subsection (1) is in this section referred to as a “migration”; and a migration shall not take place unless –
(a)
it is approved by a majority of the members of the IBC;
(b)
(Deleted by S 53/2017).
(c)
it is permitted under the overseas law and the requirements of the overseas law are complied with; and
(d)
immediately before the IBC becomes incorporated under the overseas law, the IBC will, applying the test in section 124(3), fulfil the solvency conditions at that time.
(3)
Without prejudice to subsection (2), an IBC may not take part in a migration if –
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(a)
the IBC is being wound up, is in liquidation or has been declared insolvent;
(b)
a receiver or administrator has been appointed, whether by the Court or otherwise, in relation to any property of the IBC;
(c)
the IBC has entered into a compromise or arrangement with a creditor and the compromise or arrangement is in force; or
(d)
an application, which has not been disposed of, has been made to the
Court –
(i)
to put the IBC into liquidation, to wind it up or to have it declared insolvent;
(ii)
for the approval of a compromise or arrangement between the company and a creditor; or
(iii)
for the appointment of a receiver or administrator in relation to any property of the IBC.
(4)
Within thirty days of a migration, the registered agent of the IBC concerned shall deliver to the Registrar, an affidavit made by him to the effect that the IBC has become incorporated under the law of the overseas jurisdiction concerned.
(5)
The Registrar shall retain and register an affidavit delivered to him under subsection (4) and, as soon as reasonably practicable thereafter –
(a)
shall remove the IBC from the register; and
(b)
shall publish notice in the Gazette stating that, pursuant to the provisions of this section, the IBC has been so removed for the purposes of enabling it to become incorporated under the law of another jurisdiction (naming that jurisdiction in the notice).
(6)
Where a migration takes place –
(a)
the former IBC shall continue to be responsible for all claims, debts, liabilities and obligations that existed prior to the migration;
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(b)
no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing against the former IBC or against any director, officer, member or agent of the former IBC shall be released or otherwise affected by the migration; and
(c)
no proceedings, whether civil or criminal, pending by or against the former IBC or against any director, officer, member or agent of the former IBC shall be abated, discontinued or otherwise affected by or by reason of the migration.