Notice to All the Companies

The office of Registrar of Companies is currently undertaking amendment of the following three Regulations and have drafted new CG & CSR regulations under Companies Act of Bhutan, 2016:

1. Regulations for Issue of Corporate Bond, 2012

2. Regulations for Public Issue of Shares, 2015

3. Guidelines for public issue of Commercial papers

4. CG & CSR Code, 2022

To this end, we would like to request all the incorporated companies and general public to provide your valuable comments on the draft regulations which is made available till May 31, 2022 on the official websites www1.cra.gov.bt and www.moea.gov.bt. Kindly, email your concerns and comments to tdrakpa@moea.gov.bt and dtshomo@moea.gov.bt  latest by May 31, 2022.

REGISTRAR OF COMPANIES

Public Notification. Date: 06/04/2022

This is to notify that every listed Companies and unlisted public companies(SoEs under DHI-MoF, unlisted FIs and other Public not listed on RSEB) shall hold meeting of its board director at least once in every 3 months and at least 4 such meetings shall be held every year(once every quarter without fail)and private companies shall hold meeting of its directors at least once every 6 months and at least 2 such meetings shall be held every year as mandated by sections 146 and 147 of the Companies Act, 2016 respectively.

The Annual General Meeting (AGM) of listed companies shall be conducted on or before 30th April every year and for unlisted public and private companies’ AGM shall be conducted on or before 30th June every as mandated by section 178.

This is also to remind all SoEs, that section 179 of the Companies Act allows joint meetings of Board and AGM in one day, but the joint meeting has to be within the respective meeting’s statutory deadlines and cannot be used to seek extension for delay. There will not be any extension for conduct of meetings, if the extension is not sought within the permissible period and also at least 30 days before the statutory deadline.

We urge you to conduct your meetings on time – either virtually or in person, to avoid late penalties for delay in filing of statutory documents – Annual Returns (Audited Financial Statements, Directors Report, Auditor’s Report and Form of Annual Returns, AGM minutes & filing of consent forms for new directors) beyond the prescribed deadline in Companies Act.

BY REGISTRAR OF COMPANIES

Announcement Date: 06/04/2022

We would like to notify all the companies and general public that we will be implementing partial ‘work from home’ protocol with immediate effect owing to 2 officers testing positive within Office Premises on April 5, 2022. In this regard, all concerned are hereby encouraged to avail the services of Office of the Registrar of Companies online via Corporate Registry system (www1.cra.gov.bt), email/phone call until the positive cases have recovered fully. For every urgent in-person consultation, you may call 02-325637/02-325062 during office hours to make appointments. The companies can drop your documents at the front door drop-box or email scanned copies for statutory filing documents within deadlines and send the hardcopy by post.

Please reach out to the officials for any queries related to services of the Office using contacts listed below:

Sl. #	Name	Service	Email	Mobile #
1	Karma Yeshey (RoC)	1. Corporate Advisory 2. Statutory and Compliance approvals via emails 3. Corporate Actions (Issuance of securities, M&A, Winding-up)	kyeshey@moea.gov.bt	02-325637
2	Dechen Tshomo (DRoC) Mr.Tenzin Drakpa, (ARoC).	1. Creation, Modification and Satisfaction of Charges 2. Filing of Consent Form 3. Alteration of Article of Incorporation via www1.cra.gov.bt or email, Share Transfer. 4. Online Incorporation (www1.cra.gov.bt)	dtshomo@moea.gov.bt tdrakpa@moea.gov.bt	02-325062 17941712
3	Phuntsho Wangdi (DM)	1. Advisory on Online Incorporation (www1.cra.gov.bt) 2. Virtual Migration of existing Companies bio-Data 3. Issues related to Single Window Online Registry System. (www1.cra.gov.bt)	pwangdi@moea.gov.bt	17883358

BY REGISTRAR OF COMPANIES

Public Notification. Date: 11/03/2022

This is to notify all the incorporated companies that, Online Single Window Registry
System has now deployed end to end module on change management with following EServices:

1. Change in Company Name
2. Change in Company Type (Private to Public or Public to Private)
3. Change in Authorized Share Capital
4. Change in Registered Office and;
5. Change in Object clause

With deployment of the above E-Services, all those existing companies incorporated
before 2019 which have migrated their data into the system and the new companies
incorporated online through Single Window Registry System can hereafter avail all the
above mentioned E-Services.
Those companies which are yet to migrate their data despite repeated reminders since
25/01/2019 are hereby urged to migrate their data to avail the above mentioned E-Services
(visit https://system.cra.gov.bt and click on ‘Migrate Existing Company’ button).
We shall not entertain any offline applications for those E-Services deployed on the
system hereafter, except those justified by genuine circumstances. Kindly contact us @
17883358/17503309/17941712 or email us at pwangdi@moea.gov.bt, dtshomo@moea.gov.bt,
tdrakpa@moea.gov.bt for further information.

We would like to notify all the incorporated companies and the general public that we will be implementing ‘work from home’ protocol with immediate effect in keeping with the official notification of 72 hours zoning protocol by the Prime Minister’s Office w.e.f 17/01/2022. In this regard, all the incorporated companies and the public are hereby notified that the services of Office of the Registrar of Companies can be availed online via, Online Registry system(www1.cra.gov.bt), email/phone call until the 72 hours zoning/black-out is lifted. The companies can submit the scanned copies of any documents for statutory filing within deadlines and shall retain the original documents for further submission to the office when we notify resumption of office.

Please reach out to the following official for any queries related to services of the division.

Sl. No	Name	Services	Email	Mobile#
1	Karma Yeshey (RoC)	1. Corporate Advisory 2. Statutory and Compliance approvals 3. Corporate Actions (Issuance of securities, M&A, Winding-up)	kyeshey@moea.gov.bt	17638168
2	Dechen Tshomo (DRoC) Supported by Mr.Tenzin Dakpa, (ARoC)	1. Creation, Modification and Satisfaction of Charges 2. Filing of Consent Form 3. Alteration of Article of Incorporation via www1.cra.gov.bt or email, Share Transfer. 4. Online Incorporation (www1.cra.gov.bt)	dtshomo@moea.gov.bt	17503309
3	Phuntsho Wangdi (DM)	1. Online Incorporation (www1.cra.gov.bt) 2. Migration of Companies bio-data (www1.cra.gov.bt) 3. Issues related to Single Window Online Registry System. (www1.cra.gov.bt)	pwangdi@moea.gov.bt	17883358