Source-cited draft: company formation & entity choice for Bhutan (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
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Governing company law
Companies Act of the Kingdom of Bhutan 2016Companies Act of the Kingdom of Bhutan 2016
Private limited company
Most common form; limited liability, restricted share transfer, minimum 2 shareholders ((approx — confirm minimum shareholders))Companies Act of the Kingdom of Bhutan 2016
Public limited company
Limited liability company able to offer shares to the public; higher governance and disclosure requirementsCompanies Act of the Kingdom of Bhutan 2016
Sole proprietorship / partnership
Unincorporated business licensed under the trade/industrial licensing regime; taxed under Business Income Tax ((approx — confirm))Income Tax Act of the Kingdom of Bhutan 2001
Minimum share capital
No fixed statutory minimum for a private limited company; capital set in the memorandum BTN ((approx — confirm; sector/FDI minimums may apply))Companies Act of the Kingdom of Bhutan 2016
Minimum directors
At least 2 directors for a private limited company ((approx — confirm))Companies Act of the Kingdom of Bhutan 2016
Registration authority
Registrar of Companies, under the Ministry of Industry, Commerce and EmploymentCompanies Act of the Kingdom of Bhutan 2016
Incorporation steps
Name reservation; prepare Memorandum and Articles of Association; register with the Registrar of Companies; obtain trade/industrial licence; register for Taxpayer Number (TPN) with DRC ((approx — confirm))Companies Act of the Kingdom of Bhutan 2016
Foreign investment approval
Foreign-invested companies require FDI registration/approval under Bhutan's FDI Policy and Rules ((approx — confirm current FDI rules))Foreign Direct Investment Policy and Rules and Regulations of Bhutan
Tax registration
Register for a Taxpayer Number (TPN) with the Department of Revenue and CustomsIncome Tax Act of the Kingdom of Bhutan 2001 (https://www.drc.gov.bt/)
Annual filing — Registrar
File annual return and audited financial statements with the Registrar of Companies ((approx — confirm deadline))Companies Act of the Kingdom of Bhutan 2016
Annual filing — tax
File annual CIT/BIT return with DRC by 31 March following the income year ((approx — confirm exact date))Income Tax Act of the Kingdom of Bhutan 2001 (https://www.drc.gov.bt/notification-tax-filing-for-income-year-2025/)
Audit requirement
Companies must have accounts audited; the Royal Audit Authority / approved auditors per the Companies Act ((approx — confirm))Companies Act of the Kingdom of Bhutan 2016
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Companies in Bhutan are formed under the Companies Act of the Kingdom of Bhutan 2016, with registration through the Registrar of Companies (Department of Industry / Ministry of Economic Affairs). Foreign investment is governed additionally by the FDI rules. Figures below are general; exact capital and fees should be confirmed with the Registrar.
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