Bhutan Company Formation & Entity Choice

Entity types, incorporation and annual compliance

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.

• Governing company law — Companies Act of the Kingdom of Bhutan 2016 (Companies 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 requirements (Companies 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 Employment (Companies 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 Customs (Income Tax Act of the Kingdom of Bhutan 2001)
• 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)
• 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)