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Organogram

About Corporate Regulatory Authority

Company Registry Service was set-up together with Intellectual property registry services with the legal section under erstwhile Ministry of Trade and Industry, with adoption of Companies Act in 1989. Thereafter, when companies Act, 2000 was adopted to incorporate changes in international corporate standards, the Company Registry office was set-up separately under the then Office of Secretary, Ministry of Trade and Industry with a senior officer as Registrar with 2 supporting Officers. The office was placed under Department of Industry from the 8th Five year Plan (FYP) and then upgraded to a division in the beginning of 9th Five year Plan(2009) whereby Ministry appointed a legal professional as the Registrar of Companies in keeping with major occupational group defined by Royal Civil Service Commission as Legal, Judicial & legislative services, in keeping with international standards of Corporate Registry being designated as quasi-judicial function of certification of corporate entities, attestation of corporate documents, and regulatory functions like enforcement of corporate rights, supervision of corporate actions and primary capital market supervision.

Until recently, the office mandate was predominantly focused on corporate registry services and was not able to dedicate fulltime services for its regulatory mandates under the Companies Act like enforcing Corporate Governance standards, corporate accounting & Auditing standards, primary capital market regulations, minority interest protection, professional oversight of major corporate actions like Merger/acquisitions & Corporate Insolvency. The regulatory functions have now become more pronounced in law due to exponential growth in number of companies from just over 280 companies until 2010 to more than 650 Companies as of 2024.

The erstwhile Company Registry Division was renamed as Office of the Registrar of Companies and placed under the Secretariate of the erstwhile Ministry of Economic Affairs, as an interim office to work on upgradation of the office in keeping with provisions of Companies Act of Bhutan, 2016 and Civil Service reform Act, 2022.

The Office of the Registrar of Companies was upgraded to full-fledged Corporate Regulatory Authority in keeping with the provisions of Chapter 14 of Companies Act of Bhutan, 2016 on April 3,2024 with five-member Governing Board being approved by the Cabinet.

The Corporate Regulatory Authority is empowered by Companies Act, to pursue the following regulatory mandates:

Vision:

“To become globally relevant corporate regulator, fostering a fair, transparent, and resilient business environment that promotes sustainable economic growth and investor confidence in Corporate form of business and Capital Market of Bhutan.”

Mission:

“To enhance corporate governance standards, ensure compliance with regulatory provisions of Companies Act, and protect the interests of investors and company stakeholders. We are committed to:

1. Promoting market integrity, transparency, and accountability in the corporate sector of Bhutan.
2. Facilitating innovation and growth by providing an enabling regulatory environment.
3. Enforcing compliance with Companies Law and regulations through timely, fair, and consistent actions for all non-compliance.
4. Supporting a culture of ethical business conduct and sound corporate governance and CSR practices.
5. Engaging with stakeholders to anticipate and respond to emerging risks and trends in the global Corporate governance and Capital Market scenarios.
6. Strengthening capacity and building partnerships to enhance the effectiveness and relevance of regulatory oversight.

Divisions and Sections of the Authority

Office of Registrar General  

1. Corporate Registrar General
2. ADM/HRO  
3. Office Assistant/PA
4. Driver

Corporate Registry & Transaction Support Division

1. Registry Services Section
2. Corporate Advisory and Support Section  
3. Information and Data Management Section           

Primary Market Regulatory and Financial Reporting Standards Division

1. Financial Reporting Standards Section
2. Primary Market Regulatory Section

Corporate Enforcement and Dispute Resolution Division

1. Corporate Enforcement and Monitoring Section
2. Dispute Resolution Services Section

Insolvency Registry and Business Rehabilitation Division

1. Insolvency Registry Services Section
2. Business Rehabilitation Services Section