Navigating the Annual General Meeting: A Compliance Guide for Brunei Companies
For business owners in Brunei Darussalam, the Annual General Meeting (AGM) is a critical legal obligation under the Companies Act (Chapter 39). Far from being a mere formality, the AGM is the cornerstone of corporate transparency and good governance.
At Mercium Sdn Bhd, we understand that keeping up with statutory deadlines can be daunting. Below is a concise guide to help you navigate your AGM requirements and stay compliant with the Registry of Companies and Business Names (ROCBN).
The Brunei Companies Act (Cap 39) is very specific about timing. Failing to adhere to these windows can lead to penalties or legal summons for directors.
For New Companies: Your first AGM must be held within 18 months from the date of incorporation.
For Established Companies: You must hold an AGM once every calendar year.
The 15-Month Rule: The interval between two consecutive AGMs must not exceed 15 months.
To ensure your AGM is legally valid, you must follow the standards set out in the Act and your company’s Articles of Association:
Shareholders must be notified in advance so they can prepare:
14 days’ notice for an ordinary meeting.
- 14 days’ notice for an ordinary meeting.
21 days’ notice if a Special Resolution (such as changing the company name or altering the Articles) is being proposed.
A meeting cannot proceed without a “quorum”—the minimum number of members present. For most private limited companies (Sdn Bhd), this is typically two members, unless otherwise stated in your Articles.
The AGM is where shareholders exercise their oversight. Typical “Ordinary Business” includes:
1.Review of Accounts: Presenting the audited financial statements and Director’s Report.
2.Dividends: Approving any dividends recommended by the Board of Directors.
3.Retirement & Election: Re-electing directors who are retiring by rotation.
4.Auditors: Appointing (or re-appointing) auditors for the next financial year.
The process isn’t finished until the paperwork is filed. Under Section 109 of the Act:
The Annual Return (AR) must be filed with ROCBN within 28 days after your AGM.
This filing confirms your current directors, shareholders, and share capital structure.
Dormant Companies: Even if your company had no transactions this year, you are not exempt. You must still hold an AGM and file an Annual Return.
Staying on top of your AGM and Annual Return filings protects your business from:
Late lodgment penalties and compound fines.
Difficulties in renewing business licenses or applying for tenders.
The risk of the company being struck off the register by the Registrar.
Written by: Faisal Kv
Corporate Compliance Specialist | Mercium Sdn Bhd, Brunei Darussalam
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