ROYAL GOVERNMENT OF BHUTAN

CORPORATE REGULATORY AUTHORITY OF BHUTAN

MINISTRY OF INDUSTRY, COMMERCE AND EMPLOYMENT

About Our Office

Championing corporate excellence, transparency, and regulatory innovation in the Heart of Bhutan.

Authority

Corporate Regulatory Authority 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.

Our Mandate

  1. To provide incorporation or registration services to create corporate entities -listed/chartered/private/public companies and SoEs.
  2. To enforce Corporate Governance, and Corporate Social Responsibility Rules and procedures.
    To issue directives, rules and Regulations on matters-corporate registry, regulatory, and primary capital market.
  3. To resolve corporate disputes within or between companies in relation to the matters under the Companies Act or regulations thereunder.
  4. To conduct onsite monitoring and regulate matters related to violations of provisions Companies Act and Rules thereunder.
  5. Preside over derivatives proceedings against company management by minority shareholders.
  6. To approve issue of securities (fundraising instruments) in the primary market of the Capital Market.
  7. To issue written advisory to corporate entities, government agencies and regulatory bodies based on request or need on matters related to Corporate Governance.
  8. To administer Insolvency Law of Bhutan as Insolvency Registry and Supervisory Body for Insolvency practice

Our Journey

1989

First Companies Act adopted; Company Registry Services established under MTI & corporatization of industrial business commenced.

2000

Companies Act, 2000 adopted; Bhutan's first capital market provisions introduced in the law & supported stock trading from stock exchange (estd. 1993).

2009

Company Registry upgraded to a division under the Department of Industry (MoEA); adopted new regulations on IPO, Corporate Bond issuance & accounting & auditing standards.

2016-2022

Corporate Registry System introduced with end-to-end online incorporation services. Office renamed as Corporate Regulatory Board in keeping with Chapter 14 of amended Companies Act, 2016.

2024

Upgraded to a full fledged Corporate Regulatory Authority under chapter 14 of the Companies Act, 2016, with a 5 member governing Board supported by RCSC and approved by the Cabinet on April 3, 2024.

2024-2026

Adopted 5 new regulations & revised 4 existing regulations enabling increase in value of capital market instruments, introduced CFA & CS certification programme to improve corporate compliance & established professional corporate service industry.

Our 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.

Our 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.”

Governance Architecture

Strategic Divisions

Corporate Enforcement and Dispute Resolution Division

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

Corporate Registry & Transaction Support Division

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

Insolvency Registry and Business Rehabilitation Division

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

Office of Registrar General

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

Primary Market Regulatory and Financial Reporting Standards Division

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