International Business Companies Regulations, 2000

Citation and commencement.

Regulations, 2000 and shall commence on the day appointed for the commencement o.f the International Business Companies Order, 2000.

Interpretation.

"authorised officer" means an officer of a registered agent approved in writing notified to the Registrar and authorised to sign on behalf of the registered agent;

"prescribed form u means a form prescribed by these Regulations.

Fees and penalties.

( 1) The fees and penalties set out in the third column of the First Schedule are prescribed as the fees and penalties applicable to the items respectively set forth in the second column of the First Schedule.

Where a prescribed form requires completion by insertion or attachment referred to in the form, the content of those insertions and attachments are prescribed as the particulars or other matters required under the provisions of the

Order for the purposes for which the form is prescribed.

Directions in forms.

A prescribed form shall be completed in accordance with such directions as are specified in the form.

General requirements for documents lodged with Registrar.

A document to be lodged with the Registrar shall-

For the purposes of the Order and these Regulations, a copy of any document which requires verification shall be verified by a certificate by a person certifying that he has compared the copy with the original document and that it is a true copy of the document of which it purports to be a copy.

12)

For the purposes of section 2711){c) of the Order, a memorandum giving particulars of a material contract not reduced into writing shall be verified by a certificate by a director, manager or secretary of the corporation concerned declaring-

{a) that he is familiar with the particulars of the contract; and

{b) that the memorandum contains full and correct particulars of the contract.

13}

For the purposes of section 134(2){a) of the Order, a certified copy of a document referred to in that paragraph is a copy that has, within the period of three months immediately preceding the day on which it is lodged with the

Registrar or within such longer period as the Registrar permits, been certified to be a true copy by an official holding or purporting to hold an office corresponding to that of the Registrar in the country or part thereof in which the foreign company concerned is formed or incorporated.

14)

For the purposes of section 134(2){b) of the Order, a certified copy of a document referred to in that paragraph is a copy that has, within the period of three months immediately preceding the day on which it is lodged with the

Registrar or within such longer period as the Registrar permits, been certified to be a true copy-

1555

{a) by an official holding or purporting to hold an office corresponding to that of the Registrar in the country or part thereof in which the foreign company concerned is formed or incorporated;

{b) by a notary public; or

{c) by a director, manager or secretary of the foreign company by affidavit or, in the case of a foreign company formed or incorporated within the Commonwealth, by statutory declaration made by a director, manager or secretary of the foreign company.

Where an IBC is placed under receivership or is to be wound-up, the forms prescribed pursuant to the Companies Act (Chapter 39) in relation to receivership and winding-up of a company limited by shares shall, subject to such modification and adaptation as may be necessary, apply to the receivership or winding-up of such IBC.

Documents to be lodged where change or alteration made in foreign international company.

For the purposes of section 137(1) of the Order, the documents which a foreign international company is required to lodge with the Registrar are as follows-

1556

29th.

2000

Where a document is required by the Order to be lodged with the Registrar, and no time period within which the document is to be lodged is prescribed, the document shall be lodged within one month or, in the case of a document required to be lodged by a foreign company, within such further period as the Registrar may in special circumstances allow after the happening of the event to which the document relates.

Afftdavit and statutory declaration.

Except as otherwise provided in the Order or these Regulations, an afftdavit or statutory declaration sworn or declared for the purposes of the Order or these Regulations shall -

1557

(aJ on behalf of an IBC, be made by a director or a resident secretary of the company; and

(bJ on behalf of a foreign company, be made by a director or secretary of the company, or an officer of the registered agent which is appointed as agent of the company.

j2J

Where an affidavit or a statutory declaration prescribed by the Order or these Regulations purports to be sworn or declared at a place outside Brunei

Darussalam, the affidavit or statutory declaration shall be sufficient for the purposes of the Order and these Regulations if it purports to be sworn or declared in accordance with the requirements of the law of that place.

Signature of documents lodged with Registrar.

Except as otherwise provided in the Order or these Regulations, a document to be lodged with the Registrar under the Order or these Regulations shall -

(aJ in relation to an IBC, be signed or authenticated by a director, authorised officer or resident secretary of the company; and

(bJ in relation to a foreign company, be signed or authenticated by a director or secretary of the company, or an officer of the registered agent which is appointed as agent of the company.

FIRST SCHEDULE

(regulation 3)

FEES AND PENALTIES

UNDER THE INTERNATIONAL BUSINESS COMPANIES ORDER, 2000

All fees and penalties are stated in United States dollars.

ITEM

(United States dollars)

1.

2.

upon the registration by the Registrar of a company incorporated under Part III of the Order on or before the first anniversary of the incorpora-tion under Part III, registration under Part XI, or conversion under Part XII of a company under the

Order, and on or before each succeeding such anniversary, a renewal fee of

$500

$400 1558

3.

4.

5.

6.

7.

8.

9.

FIRST SCHEDULE (Continued}

ITEM where any renewal fee referred to in paragraph (b)

is paid after the expiry of sixty days from any such anniversary (without prejudice to any other fee chargeable or any other action which may be taken by the Registrar), penalty upon registration of any copy of a resolution of members or a resolution of directors required to be filed under the Order upon the registration of articles of merger or consolidation upon the registration of articles of arrangement upon the issue by the Registrar of a duplicate, or certified copy of a certificate of incorporation, merger, consolidation, arrangement, continuation, dissolution, discontinuance or good standing upon the issue by the Registrar of a copy or extract, whether or not certified, of a document or apart of a document, other than a certificate of incorporation, merger, consolidation, arrange-ment, continuation, dissolution, discontinuance or good standing, per A4 sheet for an inspection of the documents kept by the

Registrar pursuant to this Order, on each occasion 10.

upon restoration by the Registrar to the Register of a company incorporated under this Order, the name of which was struck off the Register -

(i)

if the restoration is applied for within six months immediately following the striking of the name off the Register

(ii)

if the restoration is applied for more than six months immediately following the striking of the name off the Register 11.

for the reservation of a name under section 14 of the Order 1559 29th.

200D

(United States dollars!

$200

$75

$1,000

$1,000

$30

$1

$25

$500

$1,000

$25

12.

FIRST SCHEDULE (Continued)

ITEM upon submission to the Registrar of documents referred to in section 144 of the Order in relation to conversion of a foreign company into an IBC

13.

upon filing for the registration of a foreign company under Part XI of the Order 14.

upon the registration by the Registrar of a notice of increase or decrease of authorised capital of a company incorporated or registered under this

Order 15.

upon a company incorporated under this Order continuing its incorporation under the laws of another jurisdiction 16.

on a company newly or already incorporated, registered or converted under the Order becoming a Dedicated Cell Company 17.

upon filing any document referred to in Part IX

Division 3 of the Order 18.

for a certificate of good standing under section 163

of the Order 19.

for determining any matter in relation to creditors and issuing any direction required under sections

4314) and j5) of the Order, per application/direc-tion 20.

for any application or document not mentioned above, save as the Registrar at his discretion may require a lesser payment where the circumstances so justify

(United States dollars)

$250

$500

$75

$500

$250

$100

$75

$150

$75 1560

29th. JULy

I 2000

-------------------------------------------------

SECOND SCHEDULE

(regulation 4!

Section No.

Description of Form

Form No.

Section 95(4)

Application for approval as approved auditor 1

Section 95(4)

Approval of an approved auditor 2

Section 95(3)

Particulars of change in particulars of approved 3

auditor

Sections 10

Certificate of due diligence and compliance 4

and 11

Section 11(3J

Certificate of incorporation of international 5

business company

Section 145(3)

Certificate of conversion of foreign company 6

into an IBC in Brunei Darussalam

Section 134(3)

Certificate of registration of foreign interna-

7

tiona! company

Sections 13(1)

Application for approval [and reservation] of 8

and 14(1)

name

Section 13(61

Certificate of incorporation on change of name 9

of IBC

Sections 15(2},

Notice of resolution 10 43(3) and 62(5)

Section 27

Certificate of registration of prospectus 11

Section 35(1)

Return of allotment of shares 12

Section 43(8)

Notice of increase in share capital 13

Section 43(8)

Notice of reduction in share capital 14

Section 43(9)

Certificate of Registrar confirming reduction of 14A share capital

Section 115(1)(b}

Statement of particulars in respect of charge 15

Section 120(1)

Memorandum of satisfaction of charge 16

Section 19(4)

Section 94(3)

1561

Annual return of

International

Business

Company

Notice of appointment of auditor 17 18

Section No.

Section 95(3)

Section 125(7)

Sections 134(2){fi and (g)

Section 137(1)

Section 139

Section 140(1)(a)

Section 142(1)

Sections 136(1)

and (2}

SECOND SCHEDULE (Continued}

(regulation 4)

Description of Form

Form No.

Notice of change of auditor 19

Certificate of registration of articles of arrange-

20

ment

Certificate by registered agent of foreign 21

company

Notice of change relating to foreign interna-

22

tional company

Notice by foreign international company of 23

cessation of business

Notice by registered agent of foreign interna-

24

tional company of liquidation or dissolution

Annual return of foreign international company 25

Notice of situation of registered office and of 26

changes 1562

FORM I

(section 95(4))

APPLICATION FOR APPROVAL AS APPROVED AUDITOR

(NOTE-If space is insufficient to provide details, please attach annexure(s}. Any such annexure(s} should be identified as such and signed by the signatory to this application}.

The Authority,

International Business Companies Order,

Brunei Darussalam.

Application is made for approval as an approved auditor pursuant to section 95(4)

of the International Business Companies Order, 2000 and the following statements are made in respect thereof:

1.

(a}

Name of firm: ........................................................................................ .

(b}

Date constitued: ..................................................................................... .

(c}

Address: ............................................................................................... ..

(d}

Telephone No.: ....................................................................................... .

(e)

Fax No.: ................................................................................................ ..

(f)

E-mail: ................................................................................................... .

(g)

The full names, addresses and qualifications of all the partners of the firm are as follows attached as Schedule I

1563

Full Name

Residential Address

Qualification(s)

Full Name

Residential Address

Qualification(sJ

Full Name

Residential Address

Qualification(sJ

2.

Has the applicant or any partner of the applicant been -

(Answer "Yes', or "No". If "Yes", give details):

1564

29th. JULY, 2()00

Darussalam or elsewhere?

(Answer 11Yes" or "No". If "Yes", give details):

{Answer "Yes" or "Nd'. If ''Yes", give details):

3. If the head office of the applicant is not in Brunei Darussalam, give details relating to address telephone and fax numbers and e-mail of office in Brunei

Darussalam {if any):

4.

Has any partner of the applicant ever-fa} been convicted of any offence, other than a traffic offence, in Brunei

Darussalam or elsewhere?

{Answer "Yes'' or "No". If ,Yes", give details):

{b) had judgement given against him in any civil proceedings, where in fraud was alleged, in Brunei Darussalam or elsewhere?

{Answer "Yes" or "No". If ''Yes", give details):

1565

!Answer ''Yes'' or "No". If "Yes", give details):

5. Is the applicant or any partner of the applicant covered by any professional indemnity insurance?

(Answer "Yes" or "No". If "Yes", give details):

6.

Does the applicant have any affiliation with any accounting firm in Brunei

Darussalam or elsewhere?

(Answer "Yes" or "No". If "Yes", give details):

7. Any additional information considered relevant to this application:

declare that all information given in this application and in the attached annexure(s) jif any) is true and correct.

Dated this ........................................ day of ......................................... , 200 ....... .

Principal Partner 1566

FORMZ

(section 95(4))

APPROVAL OF AN APPROVED AUDITOR

The Authority, International Business Companies Order, in exercise of his powers under section 95(4) of the Order, approves ................................................ .

of ......................................................................................................................... .

to be an approved auditor for the purposes of the Order.

The approval number for the firm is : ...................................... ..

Given under my hand this ............................... day of ...................... , 200 .... ..

Authority,

International Business Companies Order 1567

FORM3

(section 95(3))

Company No.:

PARTICULARS OF CHANGE IN PARTICULARS OF APPROVED AUDITOR

Name of fi.rm: ..................................................................................................... .

Address of principal place of business: ................................................................ .

Telephone No.: ................................. .

Facsimile No.: ........................................... .

Address of place of business in Brunei Darussalam (if any): ................................. .

The full names and addresses of all partners of the fi.rm with relevant dates are:

Full Name

Residential Address

*Qualification

*Change and/Relevant Dates 1568

Dated this ........................................ day of ......................................... , 200 ....... .

Signature of a

Partner of the fi.rm

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.: ·

1569

FORM4

{sections 10,11)

CERTIFICATE OF DUE DILIGENCE AND COMPLIANCE

I, .................................................................................................................. .

of .............................................................. *NRIC/Passport No ............................ .

*resident director/resident secretary named in articles of the above-named proposed company do hereby certify pursuant to sections 10(1) and 11{2) of the

Order that due diligence -

(i)

in relation to the identity and probity of the beneficial owners and officers of the proposed IBC; and

(ii)

in relation to the proposed transactions of the IBC, has (a) been conducted and that the requirements of the Money-Laundering Order,

2000* have been met or (b) will, prior to the commencement of business by the company be so conducted and met respectively; and

2000 and of all regulations made thereunder in respect of the registration of the above-named proposed company have been complied with.

I am aware that it is an offence under section 158 of the Order to make any statement which is false, deceptive or misleading in a material particular.

• delete one as appropriate

Director/Officer

(name of Registered Agent)

1570

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1571 29th. JULY, 2000

Company No.:

(section 11(3))

CERTIFICATE OF INCORPORATION

OF INTERNATIONAL BUSINESS COMPANY

This is to certify that ...................................................................................... .

is incorporated under the International Business Companies Order, 2000 on and from the ............................................ day of ................................... 200 ........ and that the company is a company limited by shares.

Given under my hand and seal this ............................ day of ...................... ,

200 ......

Registrar of International

Business Companies 1572

Company No.:

FORM6

(section 145!3)}

CERTIFICATE OF CONVERSION OF FOREIGN COMPANY

INTO AN IBC IN BRUNEI DARUSSALAM

This is to certify that a company called .......................................................... .

(Name of company) which was formed or incorporated in .................................... .

has this day been registered as being continued in Brunei Darussalam as an international business company and shall be deemed to be an international business company incorporated under the International Business Companies

Order, 2000 by the name of ............................................................................... ..

Given under my hand and seal this ............................ day of ...................... ,

200 ..... .

1573

Registrar of International

Business Companies

FORM7

(section 134(311

Company No. :

NBD/

CERTIFICATE OF REGISTRATION OF FOREIGN INTERNATIONAL COMPANY

This is to certify that ..................................................................................... ..

a foreign company which was formed or incorporated in ...................................... , was on the .............................................. day ....................................... , 200 ....... .

duly registered as a foreign international company pursuant to section 134 of the

International Business Companies Order, 2000.

Given under my hand and seal this ............................ day of .................... ..

200 ......

Registrar of International

Business Companies 1574

(sections 13(1) and 14(1))

APPLICATION FOR APPROVAL [AND RESERVATION]' OF NAME

(*delete if reservation not sought)

(Leave Blank)

Our Ref: .......................... .

Reference No.:

SECTION A : TO BE COMPLETED BY APPLICANT IN BLOCK LETTERS

+ PROPOSED NAME ...................................................................................... .

+ALTERNATIVE ............................................................................................ .

PURPOSE

N - NEW INCORPORATION

F - REGISTRATION

OF FOREIGN COMPANY

C -- CHANGE OF NAME

INTENDED OBJECTS -

{ii) .............................................. .

NAME OF APPLICANT. ................................................................................... .

ADDRESS OF APPLICANT. .............................................................................. .

TELEPHONE NO.: ..................................................... .

FACSIMILE NO.: ........................................................ .

APPLICATION DATE: ................................................ .

IS FOREIGN VERSION SOUGHT? IF SO, ATTACH VERSION AND CERTIFIED

TRANSLATION.

Signature of applicant

+ If proposed name requires further clarification, the applicant is required to fill up Section C.

1575

SECTION B: FOR THE REGISTRY'S USB ONLY

SEARCH RESULT

AVAILABILITY:

RECEIVED:

Date:

Time:

A - AVAILABLE

DATE PROCESSED: ................................. .

R-REJECTED

PROCESSED BY: ...................................... .

S -

SUBJECT TO QUERY

DATE ENTERED: .................................... .

APPLICANT INFORMED: ....................... .

REMARKS:

ENTERED BY: ......................................... .

SECTION C : TO BE COMPLETED BY APPLICANT

CLARIFICATION

1.

Single letters included in the name stand for:

2. If the proposed name is not in English, please clarify:

3. If the proposed name contains a proper name, state justification for use:

4. If the proposed name is similar to that of a *related company, state whether written consent has been obtained (please attach consent):

5. If the proposed name is a trade mark, state whether written consent has been obtained from the owner (please attach consent):

6. If the proposed name is to be used for change of name of an existing corporation, state the following:

Existing name: ................................................................................... .

Company No.: ................................................................................... ..

7.

Other comments:

NOTES:

• For definition of •related company• and •associated corporation", please see International Business

Companies Order, 2000 and International Accounting Standards respectively.

Use additional sheets if necessary.

1576

FORM9

(section 13(6))

Company No.:

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME OF IBC

This is to certify that ..................................................................................... .

. . . . . . . . . . .. . .. . .. . . . . . .. . . . . . . . . . . . . .. .. . .. . . . . . . .. . . . . . . . . . . .. . . .. . . .. . .. . . . . which was incorporated as an international business company under the International Business Companies

Order, 2000 on the' ............................... day of ....................... , 200 ...... resolved to change its name in accordance with its Memorandum and Articles to ................. ..

....................................................................................................................... and that the company is now known by its new name with effect from the ................ ..

............................ day of ........................... , 200 ..... .

Given under my hand and seal this ............................ day of ..................... .

200 ......

1577

Registrar of International

Business Companies

BRUNEI DARUSSALAM GOVERNMENT GAZE'ITE

Company No.:

FORM 10

(sections 15(2), 43(3), 62(5))1

NOTICE OF RESOLUTION

The Registrar of International Business Companies,

Brunei Darussalam.

By resolution of the members of the above-named company duly passed in accordance with its Memorandum and Articles on the ................................ day of

................................... , 200 ........ , the 2speciallordinary resolution set out 2below/

in the 3annexure marked with the letter u N and signed by me for purposes of identification was 3duly passed.

(Set out resolution here if a copy thereof is not annexed},

Dated this ................................................ day of .................................... , 200 ..... .

1 Delete whichever reference to section is inapplicable.

2 Delete whichever is inapplicable.

Resident Secretary/Secretary 3 Where a copy of the resolution is annexed, the annexure is to be endorsed as follows:-

This is the annexure marked "A" referred to in the notice of resolution signed by me on the ............ ..

day of ................................ , 200 .... ..

1578

NOTE: Where a resolution is passed by a meeting of members through the participation of all members attending the meeting by telephone or other electronic means or where a resolution is passed by the consent of all members in writing or by telex, telegram etc., the meeting shall be deemed to be held or the written resolution passed at the registered office of the company.

Lodged in the offi.ce of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1579

FORMll

(section 27)

Company No.:

CERTIFICATE OF REGISTRATION OF PROSPECTUS

!NAME OF COMPANY)

This is to certify that a prospectus dated the ......................................... day of

............................... 200 ......... , issued by ................................... has this day been registered with me.

Given under my hand and seal this ............................ day of ..................... ,

200 ......

Registrar of International

Business Companies 1580

FORM 12

(section 35{1))

Company No.:

RETURN OF ALLOTMENT OF SHARES

{NAME OF COMPANY)

The shares ref,erred to in this return were allotted on the ............................ ..

day of ................................. , 200 ...... .

Shares allotted

Details of Shares

I

.

CERTIFICATE

I certify in relation to .................................................................................... .

. . . . . . . . . . . . . .. . . . .. . .. .. .. . . . . . . . . . .. .. . .. . . .. . . .. .. .. . .. . .. . .. .. (name of company) that

shares of ........................... each and the paid-up capital is .................... .

.................................... ,

Dated this .............................................. day of .................................... , 200 ....... .

3Resident Secretary/Secretary

Please specify if class of shares is other than ordinary shares je.g. preference/others).

2Where the capital of the company is divided into shares of difference classes, the division of the authorised capital into shares of various classes must be specifically stated.

3Delete whichever is inapplicable.

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1582

FORM 13

(section 43(8})

Company No.:

NOTICE OF INCREASE IN SHARE CAPITAL

(NAME OF COMPANY}

The Registrar of International Business Companies,

Brunei Darussalam.

1.

The above-named company gives notice that the authorised share capital of the company was increased on: ...................................................................... .

2. Authorised share capital before increase: ...................................................... ..

3. Additional authorised share capital: .............................................................. ..

4. Authorised share capital after increase: ......................................................... ..

5. The additional share capital is divided as follows:

{a} Number of shares: .................................................................................. .

{b) Class of shares: ...................................................................................... ..

{c)

Nominal value of each share:

6. A copy of the resolution approving the increase is fi.led herewith, on Form 10.

Dated this ............................................ day of ....................................... , 200 ...... .

*Director/Secretary 1583

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1584

Company No.:

FORM 14

(section 43(8)1

NOTICE OF REDUCTION IN SHARE CAPITAL

The Registrar of International Business Companies,

Brunei Darussalam.

1.

The above-named company gives notice that a 75 per cent resolution whereby the share capital of the company was resolved to be reduced was passed on:

2.

Authorised share capital before reduction: ................................................... ..

3. Amount by which share capital is reduced: ................................................... .

4.

Share capital after reduction: ....................................................................... .

5.

Brief particulars of the manner in which the reduction was effected in accordance with section 43(3J of the Order:

6.

{a)

Every creditor of the IBC in terms of subsection 43!4){a) of the Order has consented in writing to the reduction; or

4315) of the Order are hereby sought.

(Provide a letter from an advocate and solicitor giving details of circumstances and directions sought).

7. A copy of the 75 per cent resolution approving the reduction is fi.led herewith, on Form 10.

Dated this .............................................. day of ....................................... , 200 .... .

*Director/Secretary

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1586

29th.

FORM 14A

(section 43(9))

CERTIFICATE OF REGISTRAR CONFIRMING REDUCTION OF SHARE CAPITAL

2000

This is to cert\fy that a resolution of the company dated the ........................... .

day of .............................. , 200 .......... effecting a reduction of the share capital of the above-named company has been lodged with me, and any directions required to be given by me under section 43 of the Order have been discharged.

Given under my hand and seal this ............................ day of ..................... ,

200 ......

1587

Registrar of International

Business Companies

Company No.:

FORM 15

(section 115(1)/b)J

STATEMENT OF PARTICULARS IN RESPECT OF CHARGE

The Registrar of International Business Companies,

Brunei Darussalam.

1.

Charge created by: ......................................................................................... .

2.

Date of creation of charge: ............................................................................. .

3.

Name(s) and address(ess) of the person(s) entitled to charge:

4.

Description of the instrument creating or evidencing the charge:

5.

Amount secured by the chargelll:

1588

6. Short description of the property charged:

Dated this .............................................. day of ....................................... , 200 .... .

*Director/Secretary/

Agent for Chargee

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1589

Company No.:

FORM 16

(section 120(1})

MEMORANDUM OF SATISFACTION OF CHARGE

(NAME OF COMPANY}

The Registrar of International Business Companies,

Brunei Darussalam.

The above-named international company gives notice that the1 ................... .

dated the ................................................ day of ..................... : ................ , 200 ..... .

created by the company in favour of .................................................................... .

for securing ..................................... was on the ......................................... day of

................................................ , 200 ......... paid or satisfied2 in full/to the extent of3

Dated this·······························:·········· day of .................................... , 200 ..... .

*Director/Secretary/

Registered Agent 1 Insert description of instruction creating or evidencing the charge, e.g. "mortgage", "debenture".

2 Delete whichever is inapplicable.

3 Insert the amount paid or satisfred.

1590

Lodged in the office of the Registrar of

For Registry, s Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1591 29th.

2000

FORM 17

(section 19(4})

Company No.:

ANNUAL RETURN OF INTERNATIONAL BUSINESS COMPANY jNAME OF COMPANY)

Annual return of the above-named international company made up to the ..... .

............................................... day of .................................. , 200 ....... being a date not earlier than thirty days before the date of lodgement.

1.

Date of incorporation: ............................................................................ .

2. Authorised share capital: .............................. divided i~to ..................... ..

shares of each.

3.

Issued capital: .......................................... shares of ................................ .

each.

4. Address of the registered offi.ce in Brunei Darussalam: ........................... .

5.

Address of place of business in Brunei Darussalam: ............................... ..

6.

General nature of business 1592

Certificate of Registered Agent

I, ............................................................................................................... of

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director/Resident

Secretary (delete one) of the Company hereby certify to the best of my knowledge and belief 1.

that the records and accounts required to be kept by the company pursuant to the Order have been properly so kept;

2.

no person resident in Brunei Darussalam (other than those permitted by section 6(2) of the Order) is a shareholder or beneficial owner of any interest in the company;

3.

the requirements of section 6 of the Order have been and continue to be observed;

4.

no person has become a beneficial owner of the company without the conduct of due diligence by the registered agent.

Dated this ................................................ day of .................................... , 200 ..... .

Director/Resident Secretary

(name of registered agent)

If any statement cannot be given without q1..:'~;6cation, set out the respects in which it is qualified.

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1593

Company No.:

FORM 18

(section 95(3))

NOTICE OF APPOINTMENT OF AUDITOR

The Registrar of International Business Companies,

Brunei Darussalam.

The above-named international company gives notice that ........................... ..

was on the ................................ day of ........................... , 200 ...... appointed as auditor of the company.

Dated this .......................................... day of .................................... , 200 .... ..

*Director/Secretary

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1594

FORM 19

{section 95(3))

Company No.:

NOTICE OF CHANGE OF AUDITOR

The Registrar of International Business Companies,

Brunei Darussalam.

The above·named international company gives notice that -

1 has resigned/was removed as auditor of the company on the .......................... day of ................................ , 200 ....... and2 ................................................................. .

was appointed as auditor in its place on the ...................................................... .

day of ............................................... , 200 ....... .

Dated this .......................................... day of .................................... , 200 ..... .

1Name of auditor who has resigned.

2Insert name, address of new auditor.

1595

*Director/Secretary

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1596

FORM20

(section 125(7))

Company No.:

CERTIFICATE OF REGISTRATION OF ARTICLES OF ARRANGEMENT

This is to certify that the articles of arrangement dated the ............................ .

day of .................................... , 200 ....... executed by ............................................ .

(name of company) have this day been registered with me.

Given under my hand and seal this ............................ day of ..................... ,

200 ..... .

1597

Registrar of International

Business Companies

FORM 21

(sections 134(2)({} and (g))

CERTIFICATE BY REGISTERED AGENT OF FOREIGN COMPANY

I ................................................................ of ............................................... .

NRIC/Passport No.: ..................................................... do solemnly and sincerely declare that 1.

I am an officer of .................................................................................... .

(Name of trust company), a trust company duly appointed as agent of the above-named foreign company in Brunei Darussalam pursuant to a

*memorandum of appointment/power of attorney dated the .................. ..

day of ........................... , 200 .... .

2.

The above-named foreign company was formed or incorporated in

.. .. . .. . .. .. . .. . .. . . .. .. . . . . .. .. .. . . .. .. . .. .. . .. . and the full address of its registered office in the place of incorporation is ....................................................... .

* 3. The amount of the authorised capital of the company is .......................... .

and its paid-up capital is ................................................... .

*3. The company does not have a share capital and its registered number of members is ........................................... ..

4.

No person resident in Brunei Darusssalam (other than those permitted by section 6(2) of the Order) has any beneficial interest in the shares of the company.

1598

29th. JULY, 2000 5.

Due diligence.

(ii)

in relation to the proposed transactions of the company, has been conducted and the requirements of the Money-Laundering

Order, 2000 have been met.

Director/Officer

(name of registered agent)

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1599

FORM22

(section 137(1))

Company No.:

NOTICE OF CHANGE RELATING TO FOREIGN INTERNATIONAL COMPANY

The Registrar of International Business Companies,

Brunei Darussalam.

The above-named foreign international company gives notice that on the

............................................. day of ..................................... , 200 ...... a change or alteration was made in

·

* 1. the charter, statute, memorandum of articles of the company or other instrument relating to the company.

* 1. the name of the company.

* 1. the powers of any directors resident in Brunei Darussalam who are members of the local board of directors of the company.

* 1. the registered agent or the name or address of the registered agent.

* 2. Particulars of the change or alteration are as follows:

* 3. The following documents are lodged with this form:

1600

Dated this .......................................... day of ..................................... , 200 ..... .

*Director/Officer

Registered Agent in Brunei Darussalam

*Delete whichever is inapplicable.

NOTE : Refer to regulation 11 for documents required to be launched.

Lodged in the offi.ce of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1601

Company No.:

FORM 23

(section 139)

NOTICE BY FOREIGN INTERNATIONAL COMPANY

OF CESSATION OF BUSINESS

The Registrar of International Business Companies,

Brunei Darussalam.

The above-named foreign international company gives notice that as from the

.............................. day of ............................ , 200 ...... the company has not had a place of business in Brunei Darussalam and has ceased to carry on business in

Brunei Darussalam within the meaning of section 139 of the International

Business Companies Order, 2000.

Dated this .......................................... day of .................................... , 200 ..... .

Director/Officer

Registered Agent in Brunei Darussalam 1602

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1603 29th. JULY, 2000

FORM24

(section 140(l)(a))

Company No. :

NOTICE BY REGISTERED AGENT OF FOREIGN INTERNATIONAL

COMPANY OF LIQUIDATION OR DISSOLUTION

The Registrar of International Business Companies,

Brunei Darussalam.

(name of registered agent), gives notice that on the ...................................... day of

................................................... , 200 ...... the above-named foreign international 1

.

1·

'd .

I d'

1 d . 2

company went mto tqm at10n was 1sso ve m ............................................... ..

We were the agent of the company in Brunei Darussalam immediately prior to the commencement of the 2liquidation/dissolution proceedings.

name of place of incorporation of company.

2Delete whichever is inapplicable.

"'Director/Secretary/ Authorised Officer

(name of registered agent)

1604

Lodged in the offi.ce of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1605 29th. JULY, 2000

FORM25

(section 142(1))

Company No.:

ANNUAL RETURN OF FOREIGN INTERNATIONAL COMPANY

Annual return of the above-named foreign international company made up to the ............................................... day of .................................. , 200 ....... being a date not earlier than thirty days before the date of lodgement.

1.

Date of incorporation: .......................................................................... ..

2. Authorised share capital: .............................. divided into ..................... ..

shares of each.

3.

Issued capital: .......................................... shares of ............................... .

each.

4.

Address of the registered office in Brunei Darussalam: .......................... ..

5. Address of place of business in Brunei Darussalam: .............................. ..

6. General nature of business 1606

Certificate of Registered Agent

I, ............................................................................................................... of

. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .. . . . . . . . . . . .. . . . . . . . . . . . .. . . . . . .. . . . . . . . . . . . . Director/Resident

Secretary (delete one) of the Company hereby certify to the best of my knowledge and belief-

1. that the records and accounts required to be kept by the company pursuant to the Order have been properly so kept;

2.

no person resident in Brunei Darussalam (other than those permitted by section 6(2) of the Order) is a shareholder or beneficial owner of any interest in the company;

3.

the requirements of section 6 of the Order have been and continue to be observed;

4.

no person has become a beneficial owner of the company without the conduct of ~ue diligence by the registered agent.

Dated this ................................................ day of .................................... , 200 ..... .

Director/Resident Secretary lname of registered agent)

If any statement cannot be given without qualification, set out the respects in which it is qualified.

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

1607

FORM26

(sections1 136(1), (2))

Company No.:

NOTICE OF SITUATION OF REGISTERED OFFICE AND OF CHANGES

INAME OF COMPANY)

The Registrar of International Business Companies,

Brunei Darussalam.

The above-named 1 IBC/foreign international company gives notice that with effect from the .......................................... day of ................................... ,200 ..... .

1{a) its registered of:fi.ce will be situated at: ............................. \ ............................ .

1{b) its registered of:fi.ce has changed from: .......................................................... .

to ........................................................................................................................ .

Dated this .......................................... day of .................................... , 200 ..... .

1 Delete whichever is inapplicable

Director/Secretary/

Registered Agent 1608

Lodged in the office of the Registrar of

For Registry's Use

International Business Companies in

Brunei Darussalam by -

Name:

Date of Registration:

Address:

Receipt No.:

Telephone No.:

Checked By:

Facsimile No.:

29th. JULY1 2000

Made this 22nd. day of Rabiulawal, 1421 Hijriah corresponding to the 25th.

day of June, 2000.

1609

AWANG HAJI ABDUL HAMID BIN HAJIJANUDIN

Acting Permanent Secretary,

Ministry of Finance,

Brunei Darussalam.