about office

Company Registry Service was set-up together with Intellectual property registry services as a legal section under erstwhile Department of Trade and Industry during with adoption of Companies Act in 1989. Thereafter, when companies Act, 2000 was adopted with 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 8^th Five year Plan (FYP) and then upgraded to a division in the beginning of 9^thplan(2009) whereby Ministry appointed a legal Registrar in keeping with the functional line 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.

Until recently, the office was misconceived to be a mere registry for company registration only and not associated with its main 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 580 Companies as of 2021. Thus, the incorporation/Registry service is one among many Corporate Regulatory functions and is also the starting point for all the corporate regulatory functions of the Authority.

The Office is now a Statutory Regulatory Authority under Chapter 14 of Companies act, 2016 with the following powers and functions:

1. Responsible for incorporation or registration of corporate entities and supervision of all corporate entities including listed companies, entities created under Royal Charter, special Laws.
2. To issue directives, rules and Regulations on all matters covered under this Act, and any other related laws in the area of corporate regulation, capital market supervision and securities.
3. To make provisions for the resolution of disputes within or between companies in relation to the provisions of this Act or regulations hereunder.
4. To implement corporate social responsibility policies & rules in consultation with relevant government agencies.
5. To adopt Corporate Governance Code for all corporate entities in Bhutan.
6. It has to constitute a Dispute settlement body to hear cases related to violations of Companies law, securities regulations and related code of conducts by regulated Companies, where offences does not invite penal sanctions.
7. It should monitor and regulate minority interest violations and adjudicate upon derivatives proceedings against company management.
8. It also regulates securities in the primary market of the Capital Market.
9. It can levy fees in respect of any matters covered under Companies Act and services provided to all companies. Also advise the government on matter covered under Companies Act or any law to be enforced by the Regulatory Authority.

The office is currently structured as interim secretariat to Regulatory Board, under Secretariat of Ministry of Economic Affairs before it is delinked from the Ministry as full fledged Corporate Regulatory Authority of Bhutan.