ROC-05 — TRANSFER OF SHARES

1. Overview

ROC-05 — Transfer of Shares is used to officially record the transfer of shares from one shareholder to another in a Brunei-incorporated company. This ensures that the company’s shareholding records with the Registrar of Companies remain accurate and compliant.

2. Legal Requirement

Under the Companies Act (Cap. 39):

• Any transfer of shares must be approved by the shareholders
• The transfer must be lodged with the Registrar of Companies
• Company records and statutory registers must be updated accordingly

3. Scope of Services

We assist clients with:

• Review of share transfer structure
• Preparation and verification of share transfer form
• Drafting of resolution approving the transfer
• Verification of shareholder eligibility
• Online submission via ROCBN Portal
• Follow-up with ROC until update is completed
• Guidance on updating statutory registers and share certificates

4. Share Transfer Process

Initial Review

Confirm transfer details, parties involved, and number of shares

Documentation

• Share transfer documents

• Shareholder approval documents

• New shareholder identification

• Stamp duty (if applicable)

Online Submission

Submit application via ROCBN Portal.

Registrar Update

ROC updates shareholder details in the system

5.Processing Timeline

• Our Processing Time:
  2–3 working days after receipt of all required documents and information from the client.
  Processing time may vary slightly depending on current workload and queue.

• ROC Processing Time:
  Approximately 14–20 working days, subject to Registrar of Companies (ROC) review and workload.

• Estimated Overall Timeline:
  Around 16–23 working days, provided documents are complete.

• Important Note:
  ROC may request additional clarification or supporting documents, which may extend the processing timeline.

6. Documents Required

Mandatory:

• Local Shareholder:
  Copy of Signed Identity Card (IC) with mobile number and email address

• Foreign Shareholder:
  Copy of Signed Passport with residential address, mobile number, and email address

• Document Execution:
  All documents may be signed at our office, or signed and scanned via email, or digitally signed, subject to client permission and acceptance.

Post-Approval

• New company extract (issued after ROC update)

7. Frequently Asked Questions (FAQ)

Q1: What is ROC-05 used for?
ROC-05 is used to record the transfer of shares 

Q2: Can shares be transferred to a foreign shareholder?
Yes, subject to compliance with ownership and regulatory requirements.

Q3: Is physical presence required for the transfer?
No. The process can be completed remotely, subject to proper documentation.

Q4: Is the filing done online?
Yes. Submission is completed via the ROCBN Portal.

Q5: When does the new shareholder become legally recognised?
After ROC updates the shareholder details in its system.

Q6: Are statutory registers required to be updated?
Yes. needed to updated.

Q7: Are there any fees payable for ROC-05 filing?
Yes. Statutory filing fees apply as prescribed by ROC.

8. Final Stage / Follow-up

• Verify updated shareholder details in ROC system
• Issue new company extract
• Inform banks and relevant stakeholders if required