How To Register A Company

• How and who can form a company? 
  Any one or more persons can form a company by subscribing to Articles of Incorporation and otherwise complying with the provisions of the Companies Act, 2016 in respect of Incorporation.
• What is the minimum/maximum numbers of persons required? 
  The minimum number of persons required is two for Private Companies and three for Public Companies except for government owned public companies. Whereas, there is no maximum number limit for Public Companies and 50 persons for Private Companies. 
• With which kind of business objectives/purpose can a company be formed? 
  For any lawful profit oriented business only. NGOs and other forms of associations are not registered under the Companies Act of Bhutan, 2016.
• What about subsidiary companies?
  Any company/corporation desirous of forming a subsidiary shall fulfill the requirement to own more than 50% shares of the new/subsidiary company and have control over the management accordingly.
• What is extent of the liability of the shareholders/members?
  The liability of the shareholders is limited to the amount, if any, unpaid on the shares held by them as mentioned in Articles of Incorporation.
• What is the mode of incorporation?
  The mode of incorporation is by registration only.

What is the Documents required for Incorporation of a Company?

1. New company registration

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive.
2. He should know all the CID numbers of above mentioned persons and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the company’s email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding pattern
3. Board of directors.
4. Registered offices address (Dzongkhag, Gewog, Village and Postal Address).

2. Existing Company Incorporation

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive.
2. He should know all the CID numbers of above mentioned personals and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the companies email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding Pattern.
3. Board of directors.
4. Registered offices address (Dzongkhag, Gewog, Village).
5. Bank Account details of a company.
6. He should have a letter asking for NOC from all the banks (scanned copy to be uploaded).

• Latest financial statement Audited (Scanned copy to be uploaded). OR
• Latest financial statement (unaudited) with Text clearance certificate (Scanned copy to be uploaded).
• Valid existing licenses (Scanned copy to be uploaded).

3. FDI Individual Investors incorporation.

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive. (Note: If Director/CEO is a Non-Bhutanese, applicant should have scanned copy of his/her passport)
2. He should know all the CID numbers of above mentioned personals and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the companies email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding
3. Board of directors.
4. Registered office’s address (Dzongkhag, Gewog, Village and Postal Address).

• CV of foreign Investors (Scanned copy to be uploaded).
• Passport of all investors/authorized persons- Notarized by public notary (Scanned copy to be uploaded).
• Joint Venture Agreement between the investors/Shareholders (Scanned copy to be uploaded).
• FDI Registration Certificate (Scanned copy to be uploaded)

4. FDI Institutional Investors.

• Applicant shall come with the following details:

1. Photo (For Bhutanese he/she should have a passport size photo wearing national dress) and signatures (Signature should be in image format with white background) of all Directors, CEO, Applicant and Witness saved in a drive. (Note: If Director/CEO is a Non-Bhutanese, applicant should have scanned copy of his/her notarized passport)
2. He should know all the CID numbers of above mentioned personnel and they should have valid police clearance certificate (SCC).

• Note: Applicant should use the companies email ID.
• Applicant should know the following details about a particular company:

1. Paid-up capital, face value and authorize capital.
2. Shareholding
3. Board of directors.
4. Registered office’s address (Dzongkhag, Gewog, Village and Postal Address).

• Passport of all investors/authorized persons – Notarized by licensed public notary (Scanned copy to be uploaded).
• Joint Venture Agreement between the investors/Shareholders (Scanned copy to be uploaded).
• FDI Certificate (Scanned copy to be uploaded)
• Certificate of Incorporation of the foreign investor company- Notarized by licensed public notary.
• Article of Incorporation of the foreign investor company- Notarized by licensed public notary.