FAQS

• How and who can form a company? 
  Any one or more persons can form a company by subscribing to Articles of Incorporation and otherwise complying with the provisions of the Companies Act, 2016 in respect of Incorporation.
• What is the minimum/maximum numbers of persons required? 
  The minimum number of persons required is two for Private Companies and three for Public Companies except for government owned public companies. Whereas, there is no maximum number limit for Public Companies and 50 persons for Private Companies. 
• With which kind of business objectives/purpose can a company be formed? 
  For any lawful profit oriented business only. NGOs and other forms of associations are not registered under the Companies Act of Bhutan, 2016.
• What about subsidiary companies?
  Any company/corporation desirous of forming a subsidiary shall fulfill the requirement to own more than 50% shares of the new/subsidiary company and have control over the management accordingly.
• What is extent of the liability of the shareholders/members?
  The liability of the shareholders is limited to the amount, if any, unpaid on the shares held by them as mentioned in Articles of Incorporation.
• What is the mode of incorporation?
  The mode of incorporation is by registration only.

What is the Documents required for Incorporation of a Company?

1. New company registration

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive.
2. He should know all the CID numbers of above mentioned persons and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the company’s email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding pattern
3. Board of directors.
4. Registered offices address (Dzongkhag, Gewog, Village and Postal Address).

2. Existing Company Incorporation

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive.
2. He should know all the CID numbers of above mentioned personals and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the companies email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding Pattern.
3. Board of directors.
4. Registered offices address (Dzongkhag, Gewog, Village).
5. Bank Account details of a company.
6. He should have a letter asking for NOC from all the banks (scanned copy to be uploaded).

• Latest financial statement Audited (Scanned copy to be uploaded). OR
• Latest financial statement (unaudited) with Text clearance certificate (Scanned copy to be uploaded).
• Valid existing licenses (Scanned copy to be uploaded).

3. FDI Individual Investors incorporation.

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive. (Note: If Director/CEO is a Non-Bhutanese, applicant should have scanned copy of his/her passport)
2. He should know all the CID numbers of above mentioned personals and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the companies email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding
3. Board of directors.
4. Registered office’s address (Dzongkhag, Gewog, Village and Postal Address).

• CV of foreign Investors (Scanned copy to be uploaded).
• Passport of all investors/authorized persons- Notarized by public notary (Scanned copy to be uploaded).
• Joint Venture Agreement between the investors/Shareholders (Scanned copy to be uploaded).
• FDI Registration Certificate (Scanned copy to be uploaded)

4. FDI Institutional Investors.

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive. (Note: If Director/CEO is a Non-Bhutanese, applicant should have scanned copy of his/her notarized passport)
2. He should know all the CID numbers of above mentioned personnel and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the companies email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding
3. Board of directors.
4. Registered office’s address (Dzongkhag, Gewog, Village and Postal Address).

• Passport of all investors/authorized persons - Notarized by licensed public notary (Scanned copy to be uploaded).
• Joint Venture Agreement between the investors/Shareholders (Scanned copy to be uploaded).
• FDI Certificate (Scanned copy to be uploaded)
• Certificate of Incorporation of the foreign investor company- Notarized by licensed public notary.
• Article of Incorporation of the foreign investor company- Notarized by licensed public notary.

The Articles Of Every Company Shall Include The Seven Requirements As Mentioned Below:

• a) The Name Clause: The name of the company with "Limited" or "Private Limited" (as the case may be) as the last word
• b) The Registered Office Clause: The place/location, where the registered office of the company will be based
• c) The Object Clause: The object and the ancillary objects of the company
• d) The Liability Clause: The liability of the shareholders is limited
• e) The Capital Clause: The authorized share capital of the company
• f) The Regulations Clause: In 5 Parts - Part 1: Interpretation and Limitations of Liability, Part 2: Directors, Part 3: Shares & Distributions, Part 4: Decision making by Shareholders and Part 5: Administrative Arrangements
• g) Subscription Clause: The subscribed number of shares against each shareholder agreeing to the subscription and dully signed on the affixed legal stamp.

WHAT CHARGES DO YOU REGISTER?
All mortgages and charges created by the company against its assets or otherwise for taking the loan or financial assistance.

TYPES OF MORTGAGES & CHARGES

• A charge on any immovable property of a company;
• A charge, including a pledge or hypothecation, on any movable property of a company
• A floating charge on the undertaking or any property of a company, including stock-in-trade;
• A charge on any other property or right of a company

• Bank Managers logs in->Fill up Creation of charge form->upload loan agreement->Submit->Charge Certificate will be emailed.

• TIME LIMIT FOR SUBMISSION? 
  The charges should be filed within 30 days of signing such documents or at an extended time as the Registrar may allow.
• WHO CAN FILE MORTAGES AND CHARGES? 
  The mortgages and charges shall be filed by the creditor.

• Bank Managers logs in->Fill up Modification of Charge form->upload loan agreement->Submit->Certificate of Modification of Charge will be emailed.

• Bank Managers logs in->Fill up Satisfaction of charge form->upload loan agreement/loan clearance letter from bank->Submit->Certificate of Satisfaction of Charge will be emailed.

• Section 276 - “Mortgages and charge created on the property and assets of the company shall be void against any creditor, including a liquidator, unless the particulars of the same are registered in the manner provided in section 274 - 275.”
• Section 277 – “Nothing in section 276 shall prejudice any contract or obligation for the repayment of the money secured by the charge and When a charge becomes void under this section, the money secured thereby shall immediately become payable.”