1. To register a company by certified filing agents:
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. | Incorporating Foreign Direct Investment Individual | To register a new company with foreign individual as one of the shareholders. |
| 2. | Incorporating Foreign Direct Investment Institutional Investors | To register a new company with foreign institutional investors (foreign company/ LLC/ LLP/ Recognized funds) as one of the shareholders. |
x. Filing agent shall scan all the documents listed below in one PDF file and upload in the Name Approval Form:
Incorporation of Foreign direct Investment Company with Foreign individual Investor;
a. Authorization form in the name of filing agent using the prescribed format available on CRA website. Click Here.
Incorporation of New foreign direct investment Company with institutional investors (Foreign Companies);
1. Authorization form in the name of filing agent using the prescribed format available on CRA website. Click Here.
2. Filing agent shall upload the profile of the foreign company in PDF format.
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/tdrakpa@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:
| Characters | |||||
|---|---|---|---|---|---|
| 0-9 | $ | () | {} | : | % |
| . | ; | <> | * | _ | , |
| "" | @ | & | ? | ' | # |
| = | ! | / | \ | - | | |
Note: Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with clear white background). Both photo and signatures must be in jpg format and the title of the image should not contain any characters. The security clearance has to be up-to-date for all.
5. Enter paid-up and authorized capital at the Share Capital table (The paid-up capital amount shall be the initial investment backed by tangible assets or capital amount contributed by promoters/first shareholders. The authorized capital is a higher amount than paid-up not backed by any assets).
6. Add/Upload shareholder’s details (CID/Passport Number, recent passport size Photo/Logo of the company, Signature, and shareholding percentage) at the Subscribers to Article of Incorporation table.
Incorporation of Foreign Direct Investment Company with Individual Foreign Investor;
a. CV of foreign Investors.
b. Passport of all investors – Notarized by public notary.
c. Joint Venture Agreement between the investors/Shareholders.
d. FDI Registration Certificate issued by Invest Bhutan Division, DoI.
Filing agent shall scan all the documents listed below in PDF file and upload in Incorporation form:
Incorporation of Foreign Direct Investment Company with Foreign Institutional Investors;
a. Passport of all authorized persons – Notarized by licensed public notary.
b. Joint Venture Agreement between the foreign investors and Bhutanese Partners/Shareholders (For activities not open for 100% Foreign Investors Ownership).
c. FDI Registration Certificate issued by Invest Bhutan Division, DoI.
d. Certificate of Incorporation of the foreign investor company- Notarized by licensed public notary.
e. Article of Incorporation of the foreign investor company- Notarized by licensed public notary.
7. Add/Upload the witness’s details (CID Number, recent passport size Photo, Signature)
8. 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. Further, you are advised to read the compliance checklist (link) to ensure compliance to Companies Act, 2016.