1. Objective
This guideline serves as a guidance for shareholders and/or directors of
a company to apply for a striking off procedure pursuant to Section 287A
and 287B of the Companies Act (Chapter 39) via Companies Act (Amendment)
Order, 2018.
2. Introduction
Section 287A of Companies Act (Chapter 39) empowers the Registrar of
Companies to strike off a company off from the Register if:
1. Registrar has reasonable cause to believe that a company is not
carrying on business and the company is able to satisfy the criteria for
striking off; and
2. The Company that has ceased trading and has submitted an application
for striking off.
A company also may apply to the Registry to strike off its name from the
Register as per section 287B of the Companies Act, and the company is
able to satisfy the criteria for striking off.
3. Striking off Criteria(s)
In proceeding with the striking off application, the Registrar must be
satisfied that the application fulfils the following criterias:
NOTE: The accounts attached must be drawn up till the date of cessation indicated in the application
What are the required documents for a company to apply for striking off?
What are the fees payable?
BND30.00
Please click the following link here to download this form in Downloadable Forms.
NOTE: Please kindly be informed to convert your filled-in forms to pdf/jpeg/tiff formats upon uploading the required form in your application.
Please click the following link here to download this form in Downloadable Forms.
| No. | List of Services | Associated Fees |
|---|---|---|
| 01 | Application for striking off | $30.00 |
| 02 | Lodgement/clearance for notice of objection to striking off | $10.00 |
| 03 | Withdrawal of striking off | $10.00 |
You can choose to liquidate your limited company (also called
‘winding up’ a company).
Liquidation is the process of winding up the affairs of a
company before dissolution and can be used in solvent (Members'
Voluntary Winding Up) and insolvent (Creditors' Voluntary
Winding Up or Winding Up by Court) situations.
The company will stop doing business and employing people. The
company will not exist once it’s been removed (‘struck off’)
from the companies register at the ROCBN.
When you liquidate a company, its assets are used to
pay off its debts. Any money left goes to shareholders.
There are 3 types of liquidation:
Member’s Voluntary Winding Up
A company may decide to wind up its affairs voluntarily if the
directors believe that the company will be able to pay its
debts, in full, within 12 months from the commencement of the
winding up. The company will appoint one or more liquidators, to
wind up its affairs of the company and distributing its assets.
Companies may decide to wind up its affairs voluntarily if:
Liquidation is the process of winding up the affairs of a
company before dissolution and can be used in solvent (Members'
Voluntary Winding Up) and insolvent (Creditors' Voluntary
Winding Up or Winding Up by Court) situations.
The company will stop doing business and employing people. The
company will not exist once it’s been removed (‘struck off’)
from the companies register at the ROCBN.
When you liquidate a company, its assets are used to pay off its
debts. Any money left goes to shareholders. There are 3 types of
liquidation:
Company may opt for a creditors' voluntary winding up if the
directors believe that it cannot, by any reason its liabilities,
continue its business. The company will appoint a liquidator, to
wind up its affairs of the company and distributing its assets.
Where a company is already in voluntary winding up, the Court
may still grant leave to wind up the company compulsory if it is
satisfied that it is necessary to do in the interests of the
company's creditors and contributories.
The company, creditors, contributories, liquidator, judicial
manager, or the Minister may present an application to the court
to wind up the company.
The Court may appoint a liquidator to wind up the affairs of the
company. Where no liquidator is appointed by the Court, the
Official Receiver shall be the liquidator of the company.
A company may be wound-up under an Order of the Court under
certain circumstances:
There are two ways to close a company in Brunei Darussalam which are Striking of Company and Winding up of a company (either Voluntary Winding Up, Winding Up by Creditors or Winding Up by Court). By applying the striking off, the company needs to meet the requirements stated in the guidelines issued on the striking off.
A company may apply to the Registry of Companies and Business Names (ROCBN) to strike its name off the Register pursuant to Section 287B of the Companies Act (Chapter 39) via Companies Act (Amendment) Order, 2018. ROCBN may approve the application if there is reasonable cause to believe that the company is not carrying on business, and that the company is able to satisfy the criteria for striking off.
ROCBN does not specify any minimum period for a company to be inactive or dormant before applying for striking off. If the company has ceased business activities or has been dormant or inactive for any period, it may consider having its name removed from the register.
The company shall retain the records pursuant to Section 121 (1A) of the Companies Act, Chapter 39 for a period of not less than 7 years from the end of financial year in which the transaction or operations to which those records relate, are completed.
Once the application to strike off is received or it is approved, the first notice to strike off will be sent via letter to the company. If there are no objections received, the Registry will issue a notice to gazette the striking off of the company, after one month from the first notice is issued.
The following person(s) can apply for striking off a company:
A newly incorporated company that is dormant can apply for striking off as provided in the guidelines.
It is advisable for the company to file all the outstanding Annual Returns before submitting an application for striking off to prevent possible enforcement action taken for non-compliance. This is in the event that the striking off application is not successful, the company’s status will revert to live, and the company have to comply will all the statutory obligations under the Companies Act (Chapter 39), including filing the Annual Returns.
If a company is neither carrying on business nor
operation, the registrar may take action to strike a
company off the register.
The registrar may take this action if he has reasonable
cause to believe that a company is not carrying on
business or in operation. Before striking a company off
the register, the registrar is required to post to
company’s registered office to inquire whether it is
still carrying on business or in operation. If the
Registrar is satisfied that it is not, the Registrar
will publish a notice in the relevant Gazette stating
the Registrar’s intention to strike the company off the
register unless the Registrar is shown reason not to do
so. The company will be dissolved on publication of a
further notice stating this in the relevant Gazette.
If you need your company to remain on the register, the company must ensure to comply to the statutory obligations set out in the Companies Act such as filing of Annual Returns within 28 days after its Annual General Meeting (AGM) held. Failure to hold an Annual General Meeting may also result in default of an offence and liable on conviction to a fine exceeding $5,000 and a default fine. Please refer to “Guide to Compliance” brochure for more information about compliance.
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