ROC03 — AGM & ANNUAL RETURN FILING

ROC-03 — ANNUAL RETURN & ANNUAL GENERAL MEETING (AGM)

Yearly Statutory Compliance – Brunei Darussalam
by Mercium Sdn Bhd

1. Overview

All private companies registered in Brunei Darussalam are required to comply with yearly statutory obligations under the Companies Act (Cap. 39).

These obligations include:

• Holding an Annual General Meeting (AGM)

• Filing the Annual Return with the Registrar of Companies (ROCBN)

Compliance ensures the company remains legally active, compliant, and in good standing with the authorities.

2. Annual General Meeting (AGM) — Mandatory

Requirement

• AGM is mandatory for private companies

• Must be held once every calendar year

Purpose

The AGM enables shareholders to:

• Review the company’s general affairs

• Consider directors’ matters

• Approve resolutions as required under the Companies Act or the company’s Constitution

3. Annual Return — Mandatory Filing

What is Annual Return?

Annual Return is a statutory filing submitted to the Registrar of Companies (ROCBN) to confirm and update the company’s statutory information.

Filing Timeline

• First Annual Return
  Within 18 months from the date of incorporation

• Subsequent Annual Returns
  Once every year, generally after the AGM

⚠️ Late or non-filing may result in penalties, fines, or regulatory action.

4. Relationship Between AGM & Annual Return

5. Scope of Service Provided

This job guide covers:

• Annual Return filing with ROCBN

• Updating statutory company details (if applicable)

• Confirmation of filing status

• Filing acknowledgment for statutory records

🔹 AGM notices, minutes, resolutions, and meeting arrangements are not included, unless separately engaged.

6. Information Required from Client

• Company profile & OCP details

• Financial year-end date

• Directors’ details

• Shareholders’ details

• Share capital information (if any changes)

7. Frequently Asked Questions (Q&A)

Q1: Is AGM mandatory for private companies in Brunei?
Yes. Private companies are required to hold an AGM once every year.

Q2: Is Annual Return filing mandatory?
Yes. All companies must file Annual Return every year, including dormant companies.

Q3: Is AGM the same as Annual Return?
No. AGM is a shareholders’ meeting, while Annual Return is a statutory filing with the Registrar.

Q4: Can Annual Return be filed without holding an AGM?
No. Annual Return is generally filed after the AGM has been held.

Q5: Does Annual Return include financial statements?
No. Financial statements are reviewed at AGM but are not submitted with Annual Return.

Q6: Do dormant companies need to hold AGM and file Annual Return?
Yes. Dormant companies must comply with both requirements.

Q7: Is Annual Return filing done online?
Yes. Filing is completed online via the ROCBN system.

Q8: Is there a fee for Annual Return filing?
Yes. A statutory filing fee is payable to the Registrar.

Q9: What happens if AGM or Annual Return is not completed on time?
The company may face penalties, fines, or regulatory action.

Q10: Should filing acknowledgment be kept?
Yes. Acknowledgment should be retained for statutory and audit records.

8. Compliance Outcome

Upon completion:

• AGM obligation is fulfilled

• Annual Return is successfully filed

• Company remains active and compliant with ROCBN

📞 Contact us today:
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📩 Email: info@merciumbn.com
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