Afiqah Sulaiman

Afiqah is our Associate in our Corporate and Commercial Practice Group.

Afiqah studied law in Universiti Islam Sultan Sharif ‘Ali (UNISSA) and holds a Degree in Laws (LLB) and Syariah Law (BSL), a Minor in Contemporary Da’wah and a Post-Graduate Diploma in Law (Intellectual Property Law). She was admitted as an Advocate and Solicitor of the Supreme Court of Brunei Darussalam in 2022.

Afiqah advises and assists local and international clients on a broad range of corporate and commercial matters, including corporate transactions, shareholder and investment arrangements, capital markets matters, regulatory and compliance matters, company incorporations, conveyancing transactions and general commercial advisory work.

Her experience includes the preparation and review of commercial agreements, transaction documents, corporate records, and legal due diligence reports. She has been involved in a variety of corporate and commercial matters, including corporate restructurings, financing arrangements, investment-related matters, commercial leasing arrangements and regulatory matters across a range of industries.

Afiqah also oversees corporate secretarial matters for the firm’s clients, including corporate actions, statutory filings, board and shareholder approvals, and ongoing compliance requirements. She regularly assists clients with registrations, filings and regulatory matters, including correspondence with relevant regulatory authorities.

Afiqah Sulaiman, qualified in Brunei Darussalam to practice Brunei Law, not registered as a foreign lawyer practising in Singapore, not regulated by the Law Society of Singapore and not a member of the firm.

• Advised a state-linked investment holding company in relation to a restructuring exercise involving one of Brunei's strategic enterprises. The matter required a capital reduction application to facilitate a transfer of shares in consideration of substantial historical capital injections. Given the scale of the restructuring and sensitivities surrounding the financial position of the enterprise, this was not a standard capital reduction application. We first obtained leave of Court to redact confidential and sensitive financial information, before proceeding with the substantive application.

• Advised a global market expansion services company on its proposed acquisition of a Brunei-based distributor of pharmaceutical and medical devices. The transaction aimed to combine the client's international reach with the distributor's established local presence. Our scope of work included conducting legal due diligence and preparing a comprehensive report covering corporate matters, material agreements, regulatory compliance, assets, insurance, banking and finance, employment, anti-bribery and corruption, as well as disputes and litigation.

• Advised an international investment manager, through instructions from an international law firm, on the regulatory implications of a proposed private offering of investment funds to institutional investors and professional clients in Brunei. Our work involved analysing the Securities Markets Order 2013 and Securities Markets Regulations 2015, reviewing guidelines issued by the relevant regulator, and conducting a no-names enquiry to clarify potential licensing, notification, or exemption requirements. We also advised on the regulatory restrictions applicable to marketing such funds locally, including the form and content of selling legends to ensure compliance with Brunei Law.

• Advised the Brunei subsidiary of a multinational energy services group in connection with the exit of a local shareholder from a long-standing joint venture with foreign partners. Our role included drafting and negotiating the share sale and purchase agreement and ancillary documents, overseeing execution and completion, and ensuring timely regulatory filings relating to the transfer of shares and changes in directorships. Given the cross-border nature of the transaction and outstanding matters between the parties, we also assisted in negotiating a settlement agreement to achieve a clean exit. The matter was significant due to the complex shareholder relationships and the need to conclude the transaction within an expedited timeframe.