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B$ 2,300 registration fee on capital + B$ 20 for Memorandum and Articles of Association + B$ 10 for Form X; B$ 10 for each consent letter (5) + B$ 10 for Notice of the Situation of Registered Office + B$ 25 for Certificate of Incorporation + B$ 80 for 2 c
* Takes place simultaneously with another procedure.
Registration Requirements Details
Procedure 1.
Accountant prepares Form A to verify company name
Time to complete:
1 day
Cost to complete:
B$ 1,500
Name of Agency:
Comment:
In practice, the Registry of Companies has begun to require that only lawyers, accountants, or corporate secretaries submit applications. Accountants charge set fees prescribed by the Solicitors Remuneration Rules for company incorporation. Fees are at least BND 1,500.
Procedure 2.
Submit Form A to the Registrar of Companies to verify the uniqueness of the company name.
Time to complete:
7 days
Cost to complete:
B$ 5
Name of Agency:
Comment:
The applicant must submit Form A to the Registry of Companies to verify the uniqueness of the company name. Because the Registry does not notify applicants of the approval, the applicant should periodically check and pick up the approval.
Procedure 3.
Make statutory declaration at Magistrate’s Court
Time to complete:
1 day
Cost to complete:
B$ 9
Name of Agency:
Comment:
Company directors must make a statutory declaration at the Magistrate’s Court that the documents to be submitted to the Registry have been prepared according to the Companies Act.
Procedure 4.
Submit required documents at the Registrar of Companies
Time to complete:
14 days
Cost to complete:
no charge
Name of Agency:
Comment:
The Registry of Companies requires submission of the following documents: 1. Original copies (three) of the memorandum and articles of association. 2. Letters of consent from directors. 3. Form X. 4. Notice of the situation of registered office. 5. Statutory declaration.
The Registry needs only one copy of the memorandum and articles of association, but in practice applicants submit three copies. The Registry retains one and certifies and returns two to the applicant, and the applicant and the applicant’s law or accounting firm each retain one certified copy.
Procedure 5.
Pay registration fees
Time to complete:
1 day
Cost to complete:
B$ 2,300 registration fee on capital + B$ 20 for Memorandum and Articles of Association + B$ 10 for Form X; B$ 10 for each consent letter (5) + B$ 10 for Notice of the Situation of Registered Office + B$ 25 for Certificate of Incorporation + B$ 80 for 2 c
Name of Agency:
Comment:
The applicant must visit the Registry of Commerce to find out whether the memorandum and articles of association have been approved. At that time, the applicant requests an assessment of the filing fees and the registration fee (stamp duty) on capital. The registration fee for a company with capital of about BND 570,000 is BND 2,300. In addition, the Registry charges fees for each document, ranging for BND 10 for Form X and the consent letters to BND 25 for the certificate of incorporation issued to the applicant. The Registry also attaches a BND 10 postage stamp to the copy of the memorandum and articles of association that it retains and a BND 5 stamp on the copies to be certified and returned to the applicant. Note that the company must purchase these stamps.
Procedure 6.
Register the company at the Registry of Companies
Time to complete:
7 days
Cost to complete:
no charge
Name of Agency:
Comment:
The Registry of Companies issues a certificate of incorporation, two certified copies of the memorandum and articles of association (each bearing a validated BND 5 postage stamp), and registration forms for the Employees Provident Fund and the Collector of Income Tax. The Registry automatically notifies the Collector of Income Tax of the company’s registration.
Procedure 7.
Make a company seal
Time to complete:
3 days
Cost to complete:
B$ 185
Name of Agency:
Comment:
A company seal is not required for most transactions, but it must be attached to share certificates. Banks may also request company seals for certain transactions.
Procedure 8.
Register for Employees Provident Fund
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Companies must pay into the Employees Provident Fund for national employees.
Procedure 9.
Purchase application form for miscellaneous license (rampaian) at the Municipal Board of Bandar Seri Begawan
Time to complete:
1 day
Cost to complete:
B$ 2
Name of Agency:
Comment:
The application form for the miscellaneous license (or rampaian license) license must be purchased at the Finance Office of the Municipal Board.
Procedure 10.
Apply for miscellaneous license (“Rampaian”) at Municipal Board
The application form is submitted at the Licensing Office of the Municipal Board. The licensing authority informs the applicant which agencies must approve its rampaian application. The fee for a general industrial or commercial business is BND 50.
Procedure 11.
Apply to Fire Services Department (FSD) for rampaian approval
Time to complete:
1 day (simultaneous with procedure 10)
Cost to complete:
no charge
Name of Agency:
Comment:
The application form is submitted to the Fire Services Department for rampaian approval. The fee is BND 50.
Procedure 12.
Apply to the Ministry of Health for rampaian approval
Time to complete:
1 day (simultaneous with procedure 10)
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 13.
Receive inspection from Fire Service Department
Time to complete:
1 day (simultaneous with procedure 10)
Cost to complete:
B$ 750
Name of Agency:
Comment:
The inspection does not take place immediately after the application to the Fire Services Department, but it takes time before the department grants its approval. The Fire Services Department is the only department that charges an inspection fee.
Procedure 14.
Receive inspection from Ministry of Health
Time to complete:
1 day (simultaneous with procedure 10)
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 15.
Pick up approval Fire Service Department
Time to complete:
1 day (simultaneous with procedure 10)
Cost to complete:
no charge
Name of Agency:
Comment:
Agencies will send approvals or notify applicants that the approvals have been issued. Most often, however, the general practice is to leave the approvals for applicants to pick up.
Procedure 16.
Pick up approval from Ministry of Health
Time to complete:
1 day (simultaneous with procedure 10)
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 17.
Submit approval letters to licensing authorities
Time to complete:
1 day (simultaneous with procedure 10)
Cost to complete:
no charge
Name of Agency:
Comment:
Once the approval letters are obtained, they must be submitted to the Licensing Office of the Municipal Board.
Procedure 18.
Pick up rampaian license
Time to complete:
21 days
Cost to complete:
B$ 100
Name of Agency:
Comment:
The entire process of applying for a rampaian license typically takes 2 months but can last up to 6 months or more.
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