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Ordinarily Resident Guidelines

OR GUIDELINE

Guidelines for applying for ‘ordinarily resident’ status for purposes of section 138(2) of Companies Act (Chapter 39)

Effective from 1 July 2011, pursuant to section 138 (2) of the Companies Act, all companies incorporated in Brunei Darussalam whether before or after this date is required to have at least 2 directors, where one of the directors must be “ordinarily resident” and for a company with more than 2 directors, at least 2 directors must be “ordinarily resident”.

To qualify as “ordinarily resident” you must submit an application to the Ministry of Finance using the Application for ‘ordinarily resident’ status for purposes of section 138(2) of the Companies Act (Chapter 39) form attaching the required documents. Successful applications will be granted an Ordinarily Resident Certificate which then can be uploaded as a supporting document when incorporating a company.

There is no legal definition of “ordinarily resident” in Companies Act (Chapter 39). Before making an application, please take note of the factors that the Ministry of Finance will take into account when considering your application:

1.     Resident meaning as in section 2 of the Income Tax Act (Chapter 35).

Resident is defined “in relation to an individual, means a person who, in the year preceding the year of assessment, resides in Brunei Darussalam except for such temporary absences therefrom as to the Collector may consider reasonable and not inconsistent with a claim by such person to be resident in Brunei Darussalam, and includes a person who is physically present or who exercises an employment (other than as a director of a company) in Brunei Darussalam for 183 days or more during the year preceding the year of assessment”.

2.     Prospective Company’s Business Plan.

A comprehensive business plan with details of your business idea, strategy, products/services, market analysis, marketing plan, operation plan, financial projections, management team and plan to employ locals.

3.     Prospective Company’s Bank Book or Letter of Guarantee confirming adequate investment.

4.     Educational qualification or relevant experience in building a business.

5.     Family already living in Brunei Darussalam.

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