Section 5
of International Business Companies Order, 2000
Section 5
(1)
Subject to the provisions of this Order, a registered agent or its wholly owned subsidiary duly authorised pursuant to section 3(3) of the Registered Agents and Trustees
Licensing Order, 2000 may, by subscribing to the Memorandum and to Articles, and complying with the provisions of this Order in respect of registration, form an incorporated company which is an international business company.
(2)
The subscription of the registered agent to a Memorandum and to Articles must, in each case, be made in the presence of another person who signs his name as a witness.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
12
BLUV as at 20th June 2017
(3)
An IBC may be –
(a)
a company having the liability of its members limited by the
Memorandum to the amount, if any, unpaid on the shares respectively held by them (an IBC “limited by shares”); or
(b)
a company having the liability of its members limited (subject to subsection (4)(b)) by the Memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (an IBC “limited by guarantee”);
(c)
an unlimited liability company;
(d)
a limited life company;
(e)
a company limited by shares and limited by guarantee.
(4)
Where an IBC is limited by shares and by guarantee –
(a)
subject to any relevant modification, the members giving an undertaking in accordance with subsection (3)(b) need not hold shares in the IBC;
and
(b)
where any member does hold shares, his liability (as specified in accordance with subsection (3)(b)) shall be increased by the amount, if any, unpaid on those shares.
(5)
All shares in an IBC shall be registered shares (and, accordingly no shares in an
IBC may be issued to bearer) and shares in an IBC may be either shares with par value or shares with no par value.
(6)
An IBC may be formed for any object or purpose not prohibited under this Order or under any other written law for the time being in force in Brunei Darussalam.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
13
BLUV as at 20th June 2017
(7)
Except in so far as this Order otherwise expressly provides, the Companies Act
(Chapter 39) does not apply to an IBC.
Nature of an IBC.