LAWS OF BRUNEI CHAPTER 39 COMPANIES ACT Enactment No. 25 of 1956 Amended by ...

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LAWS OF BRUNEI

CHAPTER 39
COMPANIES ACT

Enactment No. 25 of 1956
Amended by
Enactment No. 21 of 1957
S 89/1957
S 99/1959
E 20 of 1983, Schedule 4
1984 Edition, Chapter 39
Amended by
S 26/1998
S 23/1999
S 69/2001
S 10/2003
S 45/2006
S 96/2008
S 118/2010
S 31/2012
S 61/2014
S 62/2014
S 6/2015
S 1/2016
S 10/2016
S 33/2016
S 43/2017
S 44/2017

REVISED EDITION 2015
B.L.R.O. 2/2015
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LAWS OF BRUNEI
REVISED EDITION 2015

CHAPTER 39
COMPANIES

ARRANGEMENT OF SECTIONS

Section

PRELIMINARY

1. Citation
2. Interpretation
3. Application
3A. Interest in shares

PART I
INCORPORATION OF COMPANIES AND MATTERS
INCIDENTAL THERETO

MEMORANDUM OF ASSOCIATION

4. Mode of forming incorporated company
5. Requirements with respect to memorandum
5A. Capacity and powers of company
5B. Ultra vires transactions
5C. No constructive notice
6. Stamp and signature of memorandum
7. Restriction on alteration of memorandum
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8. Mode in which and extent to which objects of company may be altered

ARTICLES OF ASSOCIATION

9. Articles prescribing regulations for companies
10. Regulations required in case of unlimited company or company limited by
guarantee
11. Adoption and application of Table A
12. Printing, stamp and signature of articles
13. Alteration of articles by special resolution

FORM OF MEMORANDUM AND ARTICLES

14. Statutory forms of memorandum and articles

REGISTRATION

15. Registration of memorandum and articles
16. Certificate of incorporation
17. Effect of registration
18. Conclusiveness of certificate of incorporation
19. Declaration to Registrar
19A. Power to refuse registration

GENERAL PROVISIONS WITH RESPECT TO
NAMES OF COMPANIES

20. Restriction on registration of companies by certain names
21. Power to dispense with “Berhad” in name of charitable and other companies
22. Change of name

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GENERAL PROVISIONS WITH RESPECT TO
MEMORANDUM AND ARTICLES

23. Effect of memorandum and articles
24. Moneys payable to be speciality debt
25. Alterations in memorandum or articles increasing liability to contribute to share
capital not to bind existing members without consent
26. Copies of memorandum and articles to be given to members
27. Issued copies of memorandum to embody alterations

MEMBERSHIP OF COMPANY

28. Definition of member

PRIVATE COMPANIES

29. Meaning of private company
30. Circumstances in which company ceases to be, or to enjoy privileges of, private
company

REDUCTION OF NUMBER OF MEMBERS BELOW LEGAL MINIMUM

31. Prohibition of carrying on business with fewer than seven or, in case of private
company, two members
31A. Ratification by company of contracts made before incorporation

CONTRACTS ETC.

32. Form of contracts
33. Bills of exchange and promissory notes
34. Execution of deeds abroad
35. Power for company to have official seal for use abroad
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AUTHENTICATION OF DOCUMENTS

36. Authentication of documents

PART II
SHARE CAPITAL AND DEBENTURES PROSPECTUS

37. Date and registration of prospectus
38. Specific requirements as to particulars in prospectus
39. Restriction on alteration of terms in prospectus or statement in lieu of prospectus
40. Liability for statement in prospectus
41. Document containing offer of shares or debentures for sale deemed to be
prospectus

ALLOTMENT

42. Prohibition of allotment unless minimum subscription received
43. Prohibition of allotment in certain cases unless statement in lieu of prospectus
delivered to Registrar
44. Effect of irregular allotment
45. Return as to allotmentsReturns as to allotments by private companies
45A. Return as to allotments by public companies

COMMISSIONS AND DISCOUNTS

46. Power to pay certain commissions, and prohibition of payment of all other
commissions, discounts etc.
47. Statement in balance sheet as to commissions and discounts
48. Prohibition of provision of financial assistance by company for purchase of own
shares
48A. Acquisition of share of holding company
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ISSUE OF REDEEMABLE PREFERENCE SHARES AND SHARES AT DISCOUNT

49. Power to issue redeemable preference shares
50. Power to issue shares at discount

MISCELLANEOUS PROVISIONS AS TO SHARE CAPITAL

51. Power of company to arrange for different amounts paid on shares
52. Reserve liability of limited company
53. Power of company limited by shares to alter share capital
54. Notice to Registrar of consolidation of share capital, conversion of shares into
stock etc
55. Notice of increase of share capital
56. Power of unlimited company to provide for reserve share capital on re-registration
57. Power of company to pay interest out of capital in certain cases

REDUCTION OF SHARE CAPITAL

58. Special resolution for reduction of share capital
59. Application to Court for confirming order, objections by creditors and settlement
of list of objecting creditors
60. Order confirming reduction and powers of Court on making order
61. Registration of order and minute of reduction
62. Liability of members in respect of reduced shares
63. Penalty on concealment of name of creditor

SUBSTANTIAL SHAREHOLDINGS

63A. Substantial shareholdings and substantial shareholders
63B. Substantial shareholder to notify company of his interests
63C. Substantial shareholder to notify company of change in interests
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63D. Person who cease to be substantial shareholder to notify company
63E. References to operation of section 3A
63F. Company to keep register of substantial shareholders

VARIATION OF SHAREHOLDERS’ RIGHTS

64. Rights of holders of special classes of shares

TRANSFER OF SHARES AND DEBENTURES, EVIDENCE OF TITLE

65. Nature of shares
66. Transfer not to be registered except on production of instrument of transfer
67. Transfer by personal representative
68. Registration of transfer at request of transferor
69. Notice of refusal to register transfer
70. Duties of company with respect to issue of certificates
71. Certificate to be evidence of title
72. Evidence of grant of probate
73. Share warrants
74. Penalty for personation of shareholder

SPECIAL PROVISIONS AS TO DEBENTURES

75. Right of debenture holders and shareholders to inspect register of debenture
holders and to have copies of trust deed
76. Perpetual debentures
77. Power to re-issue redeemed debentures in certain cases
78. Specific performance of contracts to subscribe for debentures
79. Payment of certain debts out of assets subject to floating charge in priority to
claims under chargeRepealed Formatted: Font: Italic

PART III
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REGISTRATION OF CHARGES

REGISTRATION OF CHARGES WITH REGISTRAR OF COMPANIES

80. Registration of charges created by companies registered in Brunei
DarussalamRepealed Formatted: Font: Italic
81. Duty of company to register charges created by companyRepealed Formatted: Font: Italic
82. Duty of company to register charges existing on property acquiredRepealed Formatted: Font: Italic
83. Register of charges to be kept by RegistrarRepealed Formatted: Font: Italic
84. Endorsement of certificate of registration on debenturesRepealed Formatted: Font: Italic
85. Entry of satisfactionRepealed Formatted: Font: Italic
86. Rectification of register of chargesRepealed Formatted: Font: Italic
87. Registration of enforcement of securityRepealed Formatted: Font: Italic

PROVISIONS AS TO COMPANY’S REGISTER OF CHARGES AND
AS TO COPIES OF INSTRUMENTS CREATING CHARGES

88. Copies of instruments creating charges to be kept by companyRepealed Formatted: Font: Italic
89. Company’s register of chargesRepealed Formatted: Font: Italic
90. Right to inspect copies of instruments creating mortgages and charges and
company’s register of chargesRepealed Formatted: Font: Italic

APPLICATION OF PART III TO COMPANIES INCORPORATED
OUTSIDE BRUNEI DARUSSALAM

91. Application of Part III to company incorporated outside Brunei
DarussalamRepealed Formatted: Font: Italic

PART IV
MANAGEMENT AND ADMINISTRATION REGISTERED OFFICE AND NAME

92. Registered office of company
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93. Publication of name by company

RESTRICTIONS ON COMMENCEMENT OF BUSINESS

94. Restrictions on commencement of business

REGISTER OF MEMBERS

95. Register of members
96. Index of members of company
97. Provisions as to entries in register in relation to share warrants
98. Inspection of register of members
99. Power to close register
100. Power of Court to rectify register
101. Trusts not be entered on register
102. Register to be evidence

LOCAL OR BRANCH REGISTERS

103. Power for company to keep local or branch register
104. Regulations as to branch register
105. Exemption from certain duties in case of shares registered in local or branch
registers
106. Provisions as to or branch registers of companies kept in Brunei Darussalam

ANNUAL RETURN

107. Annual return to be made by company having share capital
108. Annual return to be made by company not having share capital
109. General provisions as to annual returns
110. Certificates to be sent by private company with annual return

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