MoICE announces dissolution of 57 Companies for non-compliance

In a notification issued on September 13, 2023, the Ministry of Industry, Commerce, and Employment (MoICE) in Bhutan has taken action against 57 companies from different fields, for non-compliance, with the Companies Act of Bhutan 2016. The notification issued states that these companies are due to be struck off from the list of incorporated companies and shall stand dissolved without any legal rights of a limited liability with effect from 27th September, 2023.

The 57 companies, operating within the region, have been found to be in violation of the statutory requirements as outlined in sections 267 and 268 of the Companies Act, 2016.

Section 267 of the Companies Act of 2016 states that, “ every company shall prepare and file with Registrar an annual return for the period relating to the financial year ended on 31st December, every year, containing the prescribed particulars.

“Every listed company shall file the annual return with the Registrar on or before 31st May, and the other companies, namely, the unlisted public companies and private companies shall file the annual return with the Registrar on or before 31st July, every year, along with the financial statements for the year ended 31st December, auditor’s report where applicable and directors’ report duly authenticated by at least one director and the Chief Executive Officer,” Section 268 states.

Their specific transgression was the failure to submit their annual returns for two consecutive years.  Moreover, they will be officially dissolved, and stripped of any legal rights associated with limited liability.

The implementation of this action is scheduled to come into force on September 27, 2023.

Meanwhile, according to the notification, it would be the final notice to these companies, giving them an opportunity to rectify their non-compliance. Failure to do so will result in their removal from the list of registered entities, marking the end of their existence as operational corporations.

Nidup Lhamo from Thimphu