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CODE OF CORPORATE GOVERNANCE (click here)

COMPANIES (CORPORATE GOVERNANCE) (PUBLIC COMPANIES) RULES, 2016 (click here) 

CORPORATE GOVERNANCE - FREQUENTLY ASKED QUESTIONS (click here)

 

DIRECTORS RESPONSIBILITIES

As the only local director of a company, am I allowed to resign?
NO, the Companies Act requires every company to have at least one director who is ordinarily resident in Brunei Darussalam.

If I become bankrupt, must I resign?
YES

What happens if the director(s) of a company becomes bankrupt and there are no more directors left in the company?
The shareholders have to appoint new director(s).

A company has two directors, one local and one foreigner. If the foreign director cannot be contacted, will the local director be held responsible for the company?
YES. Any person who consents to act as director must discharge his duties as required under the Companies Act.

If I am ignorant of the law and I consent my name being used as a director to incorporate a company, will I be held responsible for the company?
YES. A person who consents to act as a director must discharge his duties as required under the Companies Act. IGNORANCE OF THE LAW IS NO EXCUSE.

Can a ‘sleeping’ director be issued with a summons?
YES. The law does not give any distinction between an “active” or a “sleeping” director. Any person who consents to act as a director must discharge his duties as required under the Companies Act. He is liable for prosecution if he does not carry out his legal obligation

COMPANY’S RESPONSIBILITIES

A company must file Annual Returns with the Registry of Companies within 28 days after the Annual General Meeting (AGM)

A company‟s first AGM should be held within 18 months after incorporation.

Subsequent AGM‟s must be held once every calendar year and cannot be more than 15 months apart.

A company must appoint an auditor and have its accounts audited. A company need not submit its audited accounts to the Registrar of Companies. However, audited accounts are required to be submitted to the Collector of Income Tax with its Income Tax Returns.

For filing of Annual Returns, please refer to our guide to ( Filing to Annual Returns )

What is the meaning of Dormant Company?
A company is considered dormant during a period in which no accounting transaction occurs.

My company is dormant. Can a dormant company be exempted from filing the Annual Returns?
NO. Every company is still required to file its Annual Returns.

My company is dormant, does it still need to hold an AGM?
YES, an AGM must be held.

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