Key Requirements

1
Directors
A private company is required to have a minimum of 2 directors, while a public company must have at least 3 directors.
2
CEO
The company must have one CEO, who must not be the CEO of another company.
3
Management team
A private company shall have 1 CEO and at least 2 Directors, including a Chairman. A public company shall have 1 CEO and 3 Directors, including a Chairman There is no maximum limit on the number of the Board Directors.
4
Shareholding Rule
A private company shall have a minimum of 2 shareholders and maximum of 49 shareholders. A public company shall have minimum of two shareholders, and there is no maximum limit.
Required Documents & Information

1. Application to register a company shall be routed through certified filing agents/company secretaries(Section…):

A. Name Approval (Applications to be filed by certified filing agents):
i.  Visit www.cra.gov.bt
ii. Click on E-Services and select Company Registration.
iii. Click on the green button to start the name approval process.
iv. Enter your choice of Company name without suffix “Private Limited/Limited” and use the name rule guidelines given in Table A and Table B;
v. If the proposed company name is available click on the “Continue” button.

Note: The Security Clearance of the filing agent has to be up-to-date.

vi. To continue on the company name application form, the certified filing agent shall fill in their unique CFA registration number in the provided space and verify the same.
vii. Fill up all the mandatory fields in the applicant page with CFA details and the new email for the proposed company. Then click on the “Save as Draft” button before clicking on “Next” button.
viii. Fill up required information in the Company’s details.
ix. 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 a new local company, without any history of past business operations.
2. Existing Business To register a new company, by conversion of existing proprietorship or joint license business.

x. 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);

a.   Authorization form in the name of filing agent using the prescribed format available on CRA website. Click Here (pdf and word).

For Existing Business-Incorporation as Private Limited Companies (Bhutanese citizen holding business license-Proprietorship/ Partnership);

1. Authorization form in the name of filing agent using the prescribed format available on CRA website. Click Here.

2. 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.

3. Tax Clearance Certificate from Department of Revenue and Customs for Company Incorporation.

4.   Valid existing Licenses

Allowed Characters
0-9 $ () {} : %
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"" @ & ? ' #
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xi. 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 / ytgyeltshen@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 the “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:

For New business activity (Bhutanese citizen without any business license);

a.   No additional documents required.

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

For Existing business (Bhutanese citizen holding business license);

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

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

6. 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. 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 / ytgyeltshen@moice.gov.bt . Further, you are advised to read the compliance checklist (link) to ensure compliance to Companies Act, 2016.