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.

A. Name Approval

1. Visit www.cra.gov.bt
2. Click on E-Services and select Company Registration.
3. Click on green button.
4. Enter your choice of Company name without suffix “Private Limited/Limited”.
5. If the proposed company name is available click on “Continue” button.
   Note: The Security Clearance of applicant has to be up-to-date.
6. Fill up all the mandatory field in the applicant page, click on Save as Draft button before clicking on Next button.
7. Fill up required information in the Company’s details.
8. Select application type.  
9. Applicant shall scan all the documents listed below in one PDF file and upload:

10. Complete text validation and submit the application.

Note: After the approval from the Registrar, you will receive a link in your registered email. Using that link create user credential for your company to login on our website. Pay the fee (Nu.2000) after login at www.cra.gov.bt (Click on “Make Payment” tab at the left-hand panel in the profile page after login) and send screen shot of online payment receipt to cltamang@moice.gov.bt / tdrakpa@moice.gov.bt.

B. Company Incorporation:

1. Visit www.cra.gov.bt
2. Click on E-Services and login using your username and password.
3. Click on “Company Incorporation” tab at the left-hand panel in the profile page after login. 
4. Add/Upload the Directors and CEO’s details (CID/Passport Number, Email address, Contact Number, Photo, Signature and Correspondence address) under Company Registration Form.
   Note: Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with clear white background). Both photo and signatures must be in jpeg format and the title of the image should not contain any characters. The security clearance has to be up-to-date for all.
5. Enter paid-up and authorized capital at the Share Capital table.
6. Add/Upload shareholder’s details at the Subscribers to Article of Incorporation table.
7. Applicant shall scan all the documents listed below in PDF file and upload:

8. Complete the Company Incorporation by submitting the application.

9. Pay the fee (Nu.5000) after login at www.cra.gov.bt (Click on “Make Payment” tab at the left-hand panel in the profile page after login) and send screen shot of online payment receipt to cltamang@moice.gov.bt / tdrakpa@moice.gov.bt.
Following documents will be sent to the registered applicant’s email;
a. Certificate of Incorporation.
b. Articles of Incorporation
c. Declaration of Compliance
d. Consent to Act as Director

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.”