Section 2
In this Order, unless the context otherwise requires –
of Registered Agents and Trustees Licensing Order, 2000
“approved auditor” has the same meaning as that defined in section 2 of the
International Business Companies Order, 2000;
Incorporating amendments until S 43/2016
(Clean copy) NANI/muslim/fiqah _ as of 17.08.2020
6
BLUV as at 3rd August 2016
“Authority” means the Autoriti Monetari Brunei Darussalam established by the Autoriti
Monetari Brunei Darussalam Order, 2010;
“certificate of compliance” means a certificate issued under section 24(l)(c)(iii);
“client property” means any property which is not in the absolute beneficial ownership of its holder, and “the holding of client property” means the holding of such property;
and for these purposes a person holds property if it is held by or vested in that person, or if that person has power (whether or not with the consent of any other person) to employ the property, or to effect, control or direct the disposal of the property including without limitation the right to call for possession or little to the property;
“company” includes any legal entity incorporated with or without limited liability, whether in Brunei Darussalam or elsewhere;
“controller” has the meaning given to it by Part I of the First Schedule;
“Court” means the High Court or a Judge of that Court;
“DCC” means a Dedicated Cell Company as defined in the International Business
Companies Order, 2000;
“director” includes any person occupying the position of a director by whatever name so called, and includes an alternate and a substitute director;
“dollar” shall mean Brunei dollar except where otherwise states in this Order or regulations thereunder;
“domestic company” means a company incorporated under the Companies Act
(Chapter 39);
Incorporating amendments until S 43/2016
(Clean copy) NANI/muslim/fiqah _ as of 17.08.2020
7
BLUV as at 3rd August 2016
“exempt activity” means an activity exempted under section 46;
“exempt person” means a person exempted under section 46;
“financial fiduciary” includes a person whose business is or includes the holding of client property where that person is expected to exercise the standards of care of a fiduciary, and includes asset and fund management activities and custodianship;
“financial year” means –
(a)
the period not exceeding fifty-three weeks at the end of which the balance of a person’s account is struck; or
(b)
if no such balance is struck, or if a period in excess of fifty-three weeks is used, then a calendar year;
“foreign international company” means a company incorporated outside Brunei
Darussalam and registered under Part XI of the International Business Companies
Order, 2000;
“general partner” has the meaning given to it by section 2 of the International Limited
Partnerships Order, 2000;
“group”, in relation to a company, means that company, any other company which is its holding company, affiliate or subsidiary undertaking and any other company which is a subsidiary undertaking of that holding company, or of an affiliate thereof;
“interested person”, in relation to the business or proposed business of a licensee or an applicant for a licence, means any present or future investor or creditor, client or customer of the business, or any beneficiary of a trust in any way connected with business;
“international business advertisement” means any advertisement, by whatever means conveyed –
Incorporating amendments until S 43/2016
(Clean copy) NANI/muslim/fiqah _ as of 17.08.2020
8
BLUV as at 3rd August 2016
(a)
inviting or attracting any person to enter, or to offer to enter, into any arrangement relating to the supplying or conduct of international business services; or
(b)
containing information which is intended or which might reasonably be presumed to be intended to lead directly or indirectly to the transaction of any such business;
“international business company” and “IBC” include a company incorporated or converted under Parts III or XII respectively of the International Business Companies
Order, 2000;
“international business services” includes –
(a)
international companies management business;
(b)
international partnerships management business; and
(c)
international trust business;
“international companies management business” means the provision of any one or more of the following services by way of a business –
(a)
acting as a registered agent for –
(i)
the incorporation or registration of any companies under Parts
III and XI of the International Business Companies Order, 2000;
(ii)
the conversion of overseas companies and domestic companies into international business companies under Part XII of the
International Business Companies Order, 2000;
(iii)
the merger, consolidation, continuation, renewal, extension of the duration of, or migration of international business companies;
(iv)
the incorporation or re-constitution of an IBC as a DCC;
(b)
providing –
(i)
registered offices;
(ii)
share transfer offices; or
(iii)
administration offices for the receipt of post or other articles, for international business companies or foreign international companies; and
Incorporating amendments until S 43/2016
(Clean copy) NANI/muslim/fiqah _ as of 17.08.2020
9
BLUV as at 3rd August 2016
(c)
providing or appointing persons to perform the function of –
(i)
a director;
(ii)
a company secretary; or
(iii)
an officer or other person responsible for preparing, keeping or filing books, accounts, registers, records, minutes and returns, for international business companies or foreign international companies;
(d)
providing or appointing nominee shareholders for international business companies or foreign international companies;
(e)
providing management, book-keeping and administrative services to international business companies or foreign international companies;
(f)
acting or appointing a person to act as a financial fiduciary for international business companies or foreign international companies;
(g)
performing any (or any other) function of a registered agent, or providing any (or any other) service or facility for or in connection with the registered offices of international business companies or foreign international companies;
“international limited partnership” has the meaning given to it by section 4(1) of the
International Limited Partnership Order, 2000;
“international partnerships management business” means the provision of any one or more of the following services by way of a business –
(a)
acting as a partner for the registration of international limited partnerships under the International Limited Partnerships Order, 2000;
(b)
providing registered offices for international limited partnership;
(c)
providing or appointing persons to perform any other services as general of international limited partnerships;
(d)
acting as a financial fiduciary for international limited partnerships;
(e)
providing management, book-keeping and administrative services to international limited partnerships;
“international trust” has the meaning given to it by section 3(2) of the International
Trusts Order, 2000;
Incorporating amendments until S 43/2016
(Clean copy) NANI/muslim/fiqah _ as of 17.08.2020
10
BLUV as at 3rd August 2016
“international trust business” includes the provision of one or more of the following services –
(a)
establishing qualifying trusts;
(b)
acting as, or appointing financial fiduciaries, trustees, protectors, administrators, executors, or enforces of qualifying trusts;
(c)
providing book-keeping services for qualifying trusts;
(d)
managing or administering qualifying trusts;
(e)
custodianship;
“licence” means a licence granted under section 9(1);
“licensee” means a person who holds a licence and, where the context permits, includes a wholly-owned subsidiary authorised under section 3(3);
“Minister” means the Minister of Finance;
“officer”, in relation to a company, includes –
(a)
a director, company secretary or manager of the company;
(b)
a receiver or manager of any part of the undertaking of the company appointed under a power contained in a debenture or similar instrument; and
(c)
the liquidator of the company appointed in a voluntary winding-up;
“person” includes a natural person, any company or association or body of persons, corporate or unincorporated, including a partnership whether a limited or unlimited partnership or an international limited partnership;
“prescribed” means prescribed by regulations made under section 49;
“parent”, “subsidiary” and “holding”, in relation to companies, have the meanings given to them respectively in Part II of the First Schedule;
Incorporating amendments until S 43/2016
(Clean copy) NANI/muslim/fiqah _ as of 17.08.2020
11
BLUV as at 3rd August 2016
“property” includes –
(a)
money, goods, choses in action, land and every description of property, whether movable or immovable; and
(b)
obligations, easements and every description of estate, interest and profit, present or future, vested or contingent, arising out of or incident to any property as defined in paragraph (a);
“qualifying trust” means –
(a)
an international trust; and
(b)
any trust the governing law of which is not the law of Brunei
Darussalam.
“securities” includes stock, funds and shares and, so far as relates to payments into
Court, has the same meaning as in the law relating to funds in the Court; and “securities payable to the bearer” include securities transferable by delivery or by delivery and endorsement;
“stock” includes fully-paid up shares and, so far as relates to vesting orders made by the Court under this Order, includes any fund, annuity or security transferable in books kept by any company or society or by instruments of transfer either alone or accompanied by other formalities and any share or interest therein;
“valid licence” means a licence which has not been surrendered under section 29, suspended under section 30 or revoked under section 31;
“written law” includes all Acts, Enactments and Proclamations, and subsidiary legislation, or any part thereof, but does not include any Act of Parliament nor any
Order of Her Britannic Majesty in Council, Royal Charter or Royal Letters Patent nor any law which no authority in Brunei Darussalam is empowered to amend.
Incorporating amendments until S 43/2016
(Clean copy) NANI/muslim/fiqah _ as of 17.08.2020
12
BLUV as at 3rd August 2016