Section 8
of International Business Companies Order, 2000
Section 8
(1)
The Memorandum must include –
(a)
the name of the company;
(b)
the address in Brunei Darussalam of the company’s registered office;
(c)
the name and address in Brunei Darussalam of the registered agent of the company;
(d)
the objects for which the company is incorporated;
(e)
a statement that the company may not carry on any of the activities specified in subsection (1) of section 6, except as provided in that subsection; and
(f)
where the company has a limited life or duration, the period of such life or duration which shall in no case exceed thirty years, and subject thereto –
(i)
the circumstances of termination, whether expressed in terms of time or in terms of the occurrence of an event or both;
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(ii)
a requirement that the company has at all times at least two members;
(iii)
the words “Limited Duration Company” or “Limited Life
Company”, or the abbreviations “LDC” or “LLC” (as the case may be), in the name of the company;
(iv)
such other matters as may for the time being be a requirement for the recognition of the company as a limited life company.
(2)
If the IBC is to have share capital (whether it is limited by shares or limited by shares and guarantee) the Memorandum must also include –
(a)
a statement of the IBC’s authorised capital (which may be in more than one currency), setting out the aggregate of the value of all shares with par value that the IBC is authorised to issue or, as the case may be, the amount, if any, to be represented by shares without par value that the
IBC is authorised to issue;
(b)
a statement of the currency or currencies in which shares in the IBC will be issued (being the currency or currencies in which the authorised capital is stated);
(c)
a statement of the number of classes and series of shares, the number of shares of each class or series and either –
(i)
in the case of an IBC to have shares with par value, a statement of the par value of those shares; or
(ii)
in the case of an IBC to have shares of no par value, a statement that the company's shares will be without par value; and
(d)
a statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the IBC is authorised to issue or, if the directors are to be authorised to fix any of those matters, an express grant of authority to the directors from time to time to fix by a resolution any such
Incorporating amendments until S 53/2017
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designations, powers, preferences, rights, qualifications, limitations or restrictions as are not fixed by the Memorandum, and the exercise of any such express grant of authority to the directors as is mentioned in paragraph (d) may be made subject to terms and conditions specified in the Memorandum.
(3)
If the IBC is to be limited by guarantee, the Memorandum must also contain a declaration signed by each member that he undertakes to contribute to the assets of the IBC in the event of it being wound up during the time that he is a member or within one year afterwards such amount as may be required, not exceeding (subject to subsection (4)) an amount specified in the Memorandum –
(a)
for a payment of the debts and liabilities of the IBC contracted before he ceases to be a member and of the costs charges and expenses of winding-up; and
(b)
for adjustment of the rights of the contributories among themselves.
(4)
Where an IBC limited by guarantee has more than one class of member, the
Memorandum may contain a declaration that, in the event of the IBC being wound up, the amount of the undertaking of the members of a particular class shall be unlimited.
(5)
For the purposes of subsection (1)(d), if the Memorandum of an IBC contains a statement that the object or purpose of the company, or one of its objects or purposes, is to engage in any act or activity that is not prohibited under any law for the time being in force in
Brunei Darussalam, then, subject to section 6 and to any relevant modifications, the effect of that statement shall be to make all acts and activities that are not illegal in Brunei Darussalam part of the objects or purposes of the company.
(6)
The Memorandum, when registered, binds the company and its members to the same extent as if it had been signed and sealed by each member and contained covenants on the part of each member to observe all its provisions.
Incorporating amendments until S 53/2017
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Articles of an IBC.