Powers and Functions of Corporate Regulatory Authority:
- Office of Corporate Registrar General / Board
- To advise the government on matters covered under the Companies Act or any other law assigned to be enforced by the Authority.
- To issue directives, rules and Regulations on all matters covered under the Companies Act, and any other related laws in the area of corporate regulation, capital market supervision and securities.
- To adopt and issue policies, guidelines, plans and strategies to promote and facilitate corporate form of business in the country.
- To prescribe fees and penalties in respect of any matters under the Companies Act by way of formulating rules and regulations.
- To make provisions for officials, staff, services and facilities to support the Authority
- To adopt, amend and enforce the rules and regulations for regulation of more than 600 Companies in Bhutan.
- To provide international relations services and collaboration with donor agencies
2. Corporate Registry & Transaction Support Division
- To approve proposed names of the companies before filing the documents by the promoters for incorporation.
- To incorporate companies by issuing certificate of incorporation under the seal and signature of Registrar.
- To register and maintain register of charge and record all mortgage properties of companies involving immovable properties.
- To review and process for changes in company name, status, location, capital, object clause and articles of incorporation etc.,
- To maintain a robust and up to date database with in-house management of hardware and software.
- To facilitate development of new IT infrastructure and software for providing efficient and timely corporate management, ownership and related information.
- To guide promoters on registration/incorporation procedures and advice on management code of conduct and ownership rights.
- To advice companies on compliance issues, queries and statutory filings.
3. Primary Market Regulatory and Financial Reporting Standards Division
Financial Reporting Standards Review and Monitoring
- To register mortgages/charges over company properties and issuance of certificate for the same.
- To review statistics, financial documents to analyze and publish findings and reports for government and public consumption on regular intervals.
- Collection of Annual Returns from companies as per the provisions of the Act.
- To register corporate professionals like Company Secretaries, Statutory Auditors, Liquidators and maintaining the panel of such professionals to be assigned for different corporate actions.
- To train the professionals (lawyers, professional accountants and financial consultants) to empanel/register them as empaneled corporate professionals.
- To provide advisory and technical guidance to company management and shareholders on merger proceedings.
- To provide advisory and technical guidance to company management and shareholders on acquisition proceedings.
- To provide advisory, subpoena duces tecum services and technical support to company management, shareholders and judiciary on corporate actions like M&A, Amalgamation & winding up proceedings.
- To provide advisory, hand holding and technical support to company management, shareholders and judiciary on corporate actions like corporate insolvency proceedings & Disputes.
- To review audited financial statements for compliance to auditing and accounting standards.
- To review financial data submitted by companies for any statutory filings and approvals.
- To review and assess defunct companies based on status of annual return submission.
- To declare defunct companies and sensitize the regulatory bodies and stakeholders on the status
Primary Capital Market Regulatory Services
- To draft and submit directives, rules and regulations on all matters of listed companies’ regulation, primary capital market supervision and issue of securities to the board for approval.
- To coordinate capital market development initiatives of the government in collaboration with RMA and RSEB.
- To assess the quality of services rendered by market intermediaries (investment advisors, fund managers, brokers, credit rating agencies and merchant bankers) in the primary market and provide feedback to RMA.
- To register and approve prospectus for issue of shares and debt securities to the public.
- To provide support to issuer companies in preparing offer documents for issue of securities.
- To convene meeting and provide technical support to prospectus approval committee.
- To undertake review and follow up actions on the approval conditions and regulatory norms to ensure compliance by issuer companies.
- To provide technical and legal advocacy to issuer companies, market intermediaries and institutional investors.
- To provide investor awareness and advocacy on risk and opportunities related to investments in equity and debt securities.
- To develop minority investor protection rules and procedures with approval from the board.
4. Corporate Enforcement and Dispute Resolution Division
- To make provisions for the resolution of disputes within or between companies in relation to the provisions of Companies Act, other laws or regulations thereunder.
- To enforce the statutory compliance provisions of the Companies Act of Bhutan.
- To set up procedures for filing, adjudication, arbitration, mediation and resolution of issues referred to the authority by shareholders in the matters of derivative suits, corporate actions and minority interest protection proceedings.
- To conduct on-site monitoring of more than 600 incorporated companies on annual basis.
- To ensure that the Board meetings are conducted by companies, in timely manner with right number of quorum.
- To ensure the rules of appointments and removal of directors and chief executive officers are followed by the companies.
- To ensure every listed company and any other companies having a paid up capital of over Nu. 100 million appoint company secretary.
- To ensure the appointment and removal of auditors are carried out in keeping with due process under the Companies Act.
- To ensure timely submission of audited reports by the companies to the Authority.
5. Insolvency Registry and Business Rehabilitation Division
- Supervision over administration of insolvency matters in keeping with provisions of Insolvency law.
- Manage and maintain registry for all notices, information and matters related to insolvency applications.
- Supervision of administering debt relief orders.
- Develop and administer insolvency practitioners and professional development.
- Develop and administer professional code of conduct for insolvency practitioners.
