Search Knowledge Base Articles

ROC-02 — REGISTER BRANCH OF FOREIGN COMPANY

ROC-02 — REGISTER BRANCH OF FOREIGN COMPANY

Foreign Company Branch Registration

1. Overview

ROC-02 — Register Branch of Foreign Company is used to register a branch of a foreign-incorporated company in Brunei Darussalam. This allows the foreign entity to legally conduct business activities in Brunei while remaining part of the parent company.

The branch is not a separate legal entity and operates under the name and responsibility of the foreign parent company.

2. Legal Requirement

Under the Companies Act (Cap. 39):

  • Any foreign company carrying on business in Brunei must be registered with the Registrar of Companies
  • A local authorised representative must be appointed
  • The branch must maintain a registered address in Brunei
  • Ongoing compliance and statutory filings are required

Failure to register may result in regulatory non-compliance and penalties.

3. Scope of Services

We assist clients with:

  • Review of foreign company eligibility and structure
  • Guidance on branch registration requirements
  • Verification of foreign parent company documents
  • Preparation of statutory forms and resolutions
  • Online submission via ROCBN Portal
  • Coordination with ROC until approval
  • Guidance on post-registration compliance in Brunei

4. Branch Registration Process

Initial Review

Assessment of foreign parent company details and proposed Brunei activities

Document Collection

Compilation and verification of parent company and local representative documents

Resolution & Appointment

Board Resolution approving the establishment of the Brunei branch

Online Submission

Submission via ROCBN Portal → Registration of Foreign Company / Branch

Approval & Registration

Issuance of Certificate of Registration for the foreign branch

5. Estimated Timeline

  • Timeline is subject to document completeness and ROC review
  • Additional verification or clarification may be requested by ROC

6. Documents Required

Foreign Parent Company

  • Proposed branch name (same as parent company)
  • Certificate of Incorporation of foreign parent company
  • Memorandum & Articles / Constitution
  • Board Resolution approving branch registration in Brunei
  • Latest audited financial statements (if available)

Local Requirements

  • Details and IC / Passport copy of authorised representative
  • Residential address of authorised representative
  • Registered office address in Brunei
  • Description of business activities to be carried out in Brunei

7. Frequently Asked Questions (FAQ)

Q1: What is ROC-02 used for?
ROC-02 is used to register a branch of a foreign company in Brunei.

Q2: Is the branch a separate legal entity?
No. The branch is an extension of the foreign parent company.

Q3: Must the branch use the same name as the parent company?
Yes. The branch name must be the same as the foreign parent company.

Q4: Is a local authorised representative required?
Yes. A local authorised representative must be appointed in Brunei.

Q5: Is a registered address in Brunei mandatory?
Yes. A valid address for official communication is required.

Q6: Are audited financial statements mandatory?
They are required if available. ROC may request them for verification.

Q7: How is the application submitted?
All applications are submitted via the ROCBN Online Portal.

Q8: Can the registration be completed remotely?
Yes. Physical presence is not required, subject to proper documentation.

Q9: Can the branch conduct all business activities?
Activities must comply with Brunei laws and sector-specific regulations.

Q10: Are there ongoing compliance requirements after registration?
Yes. The branch must maintain statutory records and comply with annual obligations in Brunei.

Did you find this article useful?

Related Articles