How To Register A Company

• 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:

For New business activity (Bhutanese citizen without any business license)/ Incorporation of Foreign direct Investment Company with Foreign individual Investor; a. Authorization form in the prescribed format available in our website. Click Here.

For Existing Business-Incorporation as Private Limited Companies (Bhutanese citizen holding business license-Proprietorship/ Partnership); a. Authorization form in the prescribed format available in our website. Click Here. b. No Objection letter from financial institutions (BNB, BOB, T-BANK, DPNB, RICB, BIL, BDBL, NPPF). Write a letter (Letter Format) and send it to (Focal Officer) of the banks seeking no objection letter to form a company by listing the licenses identified for Incorporation. c. Tax Clearance Certificate from Department of Revenue and Customs for Company Incorporation. d. Valid existing Licenses.

Incorporation of New Foreign Direct Investment Company with Foreign Institutional Investors; a. Authorization form in the prescribed format available in our website. Click Here. b. Applicant shall upload the profile of the foreign company in PDF format.

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:

For New business activity (Bhutanese citizen without any business license); a. No documents required.

For Existing business (Bhutanese citizen holding business license); a. No Objection letters from all the banks (Prescribed format. Click here). b. Tax clearance certificate. c. Latest financial statement (unaudited or audited). d. Valid existing licenses.

Incorporation of Foreign Direct Investment Company with Individual Foreign Investor; a. CV of foreign Investors. b. Passport of all investors – Notarized by public notary. c. Joint Venture Agreement between the investors/Shareholders. d. FDI Registration Certificate issued by Invest Bhutan Division, DoI.

Incorporation of Foreign Direct Investment Company with Foreign Institutional Investors; a. Passport of all authorized persons – Notarized by licensed public notary. b. Joint Venture Agreement between the foreign investors and Bhutanese Partners/Shareholders (For activities not open for 100% Foreign Investors Ownership). c. FDI Registration Certificate issued by Invest Bhutan Division, DoI. d. Certificate of Incorporation of the foreign investor company- Notarized by licensed public notary. e. Article of Incorporation of the foreign investor company- Notarized by licensed public notary.

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