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.

Guidelines for Company Incorporation

A. Who can register companies with CRA?

The following certified filing agents can register companies in keeping with section 28 of Regulations for Company Secretaries and Filing Agents, 2024;

Sl. No	Name	Firm Name	Email	FA. No
1	Pema Dendup	CA. Menuka Chhetri & Associates	pemadendup91@gmail.com	CRA/FI00069
2	Ngawang Loday	Rinzing Financial Private Limited	ngawang@rinzingfinancial.com	CRA/FI00070
3	Namgay Wangchuk	Dorjee Financial Private Limited	namgayjpw@gmail.com	CRA/FI00071
4	Tika Ram Basnet	Basnet Attorneys & Law	basnet@basnetl.com	CRA/FI00072
5	Choden	Innovest Private Limited	hello@innovest.bt	CRA/FI00073
6	Kunzang Dorji	Geylek Kuenjung Law Firm	kuenzangdorji984@gmail.com	CRA/FI00074
7	Pema Gyeltshen	ReWa EduVision Advisory	ppgyeltshen@gmail.com	CRA/FI00075
8	Leki Wangdup	ADS Consulting Group	lekiwangdup3@gmail.com	CRA/FI00076
9	Prakash Rasaily	Clues & Colleague	clues@clueslaw.com	CRA/FI00077
10	Tashi Gyalpo	Tashi Legal eagle	tashiigyalpo@gmail.com	CRA/FI00078

To register a company by certified filing agents:

A. Name Approval (Applications to be filed by certified filing agents):

1. Visit www.cra.gov.bt
2. Click on E-Services and select Company Registration.
3. Click on green button to start the name approval process.
4. . Enter your choice of Company name without suffix “Private Limited/Limited” and use the name rule guidelines given below in Table A and Table B;

Table A: List of words not permitted or limited to be registered as company names

The words or phrases (as a primary name)
Bhutan, BTN
Druk
Group of Companies
Partnership/Partnerships
.com, .bt, .gov, and any short abbreviations
Any name requiring prior approval from authorities mentioned in Chapter 5 of Companies Act, 2016 (Eg; Royal, Government, Department, political and religious leaders or institutions)
Any word against public sentiments
Any word prohibited by other laws or policies

Table B: The following are examples of identical name applications that will be rejected:

Existing business name in our register	Name Application that will be rejected
Secure Link Services Bhutan Private Limited	Secure Link Services Bhutan International Private Limited
Secure Link Services Bhutan Private Limited	The Secure Link Services Bhutan Private Limited
Secure Link Services Bhutan Private Limited	Secure Link Services Bhutan Limited

5. If the proposed company name is available click on “Continue” button.
Note: : The Security Clearance of filing agent has to be up-to-date.

6. To continue on company name application form, the certified filing agent shall fill in their unique CFA registration number in the provided space and verify the same.

7. Fill up all the mandatory field in the applicant page with CFA details and the new email for the proposed company. Then click on “Save as Draft” button before clicking on “Next” button.

8. Fill up required information in the Company’s details.

9. Select application type (use the following guidance table to help select the right application type);

Sl.No	Application Type as shown in the form	What it means
1	New Business Activity (For Bhutanese)	To register new local company, without any history of past business operation.
2	Existing Business	To register new company, by conversion of existing proprietorship or joint license business.
3	Incorporating Foreign Direct Investment Individual	To register a new company with foreign individual as one of the shareholders.
4	Incorporating Foreign Direct Investment Institutional Investors	To register a new company with foreign institutional investors (foreign company/ LLC/ LLP/ Recognized funds) as one of the shareholders.
5	Re-Registration of Private to Public Company	To convert Private Company to Public Company.
6	Re-Registration of Public to Private Company	To convert Public Unlisted Company to Private Company.

10. Filing agent shall scan all the documents listed below in one PDF file and upload   in the Name Approval Form:

For New business activity (Bhutanese citizen not holding business license) and Incorporation of Foreign direct Investment Company with a foreign individual Investor; a. Authorization form in the name of filing agent using the prescribed format available on CRA 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 on the CRA 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 institutional investors (Foreign Companies); a. Authorization form in the prescribed format available on CRA website. Click Here. b. Filing agent shall upload the profile of the foreign company in PDF format.

11. Complete text validation and submit the application in the Name Approval Form.

Note: After the name approval is received from the Registrar via your registered email. Use the link provided in the email to create user credential for your company to login on our web portal. Pay the fee (Nu.2000) after logging in 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.

C. 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, recent passport size Photo, Signature and Correspondence address) under Company Registration Form.

Guidance for uploading documents (Passport, EGM, etc.,) and files (Passport size photo and e-signatures)

The following characters are not accepted as a file name or document title during upload:

Characters	Characters	Characters	Characters
0-9	$	()	:
{}	%	.	;
<>	,	,	” “
@	&	?	‘
#	=	!	/
\	_	–	|

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 jpg 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 (The paid-up capital amount shall be the initial investment backed by tangible assets or capital amount contributed by promoters/first shareholders. The authorized capital is higher amount than paid-up not backed by any assets).

6. Add/Upload shareholder’s details (CID/Passport Number, recent passport size Photo, Signature, and shareholding percentage) at the Subscribers to Article of Incorporation table.

7. Filing agent shall scan all the documents listed below in PDF file and upload in Incorporation form:

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 Financial Institutions (Prescribed format. Click here). b. Tax clearance certificate. c. Latest financial statement (Balance sheet, P&L account, Cash flow statement) or provisional statements if there is no audited financial statements. d. List of assets with value. e. Account/name of the bank.

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. Add/Upload the witness’s details (CID Number, recent passport size Photo, Signature)

9. Complete the Company Incorporation form by submitting the application.
Note: After the company incorporation approval email is received from the Registrar, pay registration fee of Nu.5000/7000 after logging in 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 the payment receipt to cltamang@moice.gov.bt/tdrakpa@moice.gov.bt. Thereafter, you will receive the E-copy of the Certificate and Articles of Incorporation via your registered email.  Confirm final documents receipt by sending an email/watsApp to Assistant Registrar at cltamang@moice.gov.bt. Further, you are advised to read the compliance checklist (link) to ensure compliance to Companies Act, 2016.