Type of Business Entities
The Registry of Companies and Business Names registers business and incorporate companies under any of the following forms:
| Sole-Proprietorship | Partnership | Company | |
|---|---|---|---|
| Definition | A business owned by one person | A business firm/organization of two or more business partners | A business form which is a legal entity separate and distinct from its shareholders and directors |
| Owned by | One person | Generally between 2 to 20 partners. A partnership of more than 20 partners must incorporate |
Private Company Public Company |
| Legal Status |
Not a separate legal entity Owner has unlimited liability Can sue or be sued in individual’s own name Owner personally liable for debts and losses of business |
Not a separate legal entity Partners have unlimited liability Cannot own property in firm’s name Partners personally liable for debts and losses incurred by others |
A separate legal entity from its members and directors. Members have limited liability Can sue or be sued in company’s name Can own property in company’s name Members not personally liable for debts and losses of company |
| Registration requirement |
Age 18 years or above. Brunei Citizens and Permanent Residents only. Undischarged bankrupt cannot manage business without court or Official Receiver’s Approval |
Age 18 years or above. Brunei Citizens and Permanent Residents only. Undischarged bankrupt cannot manage business without court or Official Receiver’s Approval |
Age 18 years or above Minimum of 2 directors (at least one ordinarily resident in Brunei Darussalam) Undischarged bankrupt cannot manage business without court or Official Receiver’s Approval At least two shareholders |
| Formalities and expenses |
Quick and easy to set up Easy to administer and manage Registration cost is minimal Less administrative duties to adhere to |
Quick and easy to set up Easy to administer and manage Registration cost is minimal Less administrative duties to adhere to |
More costly to set up and maintain More formalities to comply with Annual Returns must be filed as statutory requirements of general meetings, directors, share allotments, etc. |
| Set-up fee | $30 for the registration fee | $30 for the registration fee | $300 for the incorporation fee |
| Continuity of the business entity | Exists as long as the owner is alive and desires to continue the business | Exists subject to Partnership Agreement | A company has perpetual succession until wound up or struck off |
| Closing of the business | By owner – Cessation of business | By partners – Cessation of business or dissolution of partnership |
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