Required Documents & Information
Change in CEO/Director

i. Extra-Ordinary General Meeting (EGM)/ Annual General Meeting (AGM)/Shareholder’s Resolution

ii. Resignation letter previous CEO/Director (if term based- no resignation letter required; if resignation before term then need the resignation letter)

iii. Appointment letter of new CEO (for board directors appointment only with EGM/AGM resolution) (exception; additional director by board)

iv. Consent Form- 2 sets original

v. CID and SCC copy.

Change in object clause (adding business units)

i. EGM/AGM resolution

ii. Amended first page (object clause) of AoI with changes- 2 sets original initialed by shareholders.

iii. Surrender old AoI for cancellation

vi. Policy clearance from FDI division if its a FDI company. (for domestic companies- proposal of restricted nature need regulatory clearance. Example: prohibited- Drugs, Alcohol, military goods; restricted: alcohol up to 7% content, financial services, polluting industries, agriculture and forestry products and any activities without clear policy statement)

Change in authorized capital

i. EGM/AGM Resolution

ii. Amended page of capital clause of AoI with changes- 2 sets original initialed by shareholders.

iii. Surrender old AoI for cancellation.

Change in paid-up capital

i. EGM/AGM Resolution

ii. Amended page of capital clause and subscription clause of AoI with changes- 2 sets original initialed by shareholders.

iii. Surrender old AoI for cancellation.

iv. Policy clearance from FDI division if its a FDI company

v. Document to prove change. (bank statement showing deposit of share money and matching company’s book entry)

Share transmission

i. Copy of inheritance judgment/order from district court/dungkhag/notary office.

ii. If no judgement, to process using transmission form (subject to review and approval).

iii. Amended subscription page of AoI with changes (subscription clause)- 2 sets original

vi. Surrender old AoI for cancellation.

Change in Registered Office

i. EGM Resolution

ii. Amended first page (Registered address) of AoI with changes- 2 sets original initialed by shareholders.

Share Transfer

i. EGM/AGM resolution

ii. Share Transfer Form- 2 sets original

iii.Copy of sale agreement between the transferor and transfree ( if it is between shareholders and third party).

iv. For free transfer between family members- transfer agreement, family tree, marriage certificate for spouse or documents to prove any other relationships) Undertaking from transferor stating his/her consent to transfer.

v. No Objection Certificate from FIs if the share transfer percentage is more than 10%.

vi. To whom it may concern letter from Construction Development Board, if its a construction company. (need to ensure that one of the shareholders is CDB certified contractor after transfer).

vii. Approval from FDI division, if transfer involves foreign investors share.

viii. Amended subscription page of AoI with changes (subscription clause)- 2 sets original.

ix. Surrender old AoI for cancellation.