A GFSO licence is only as usable as the people approved to run it. No individual may perform a Controlled Function for a GFSO Licensed Firm unless approved by the Regulator, three of those functions must be filled at all times by people resident in GMC, and a resignation starts a clock of days and months. Basnet Law prepares Approved Person applications, structures the mandatory appointments and manages changes, temporary cover and withdrawals under the General Rulebook. This page explains who needs approval, how the Regulator decides, and how we run the process.
How we help
- Map each role to the Controlled Functions in the General Rulebook, from Senior Executive Officer to Responsible Officer.
- Plan the mandatory appointments and advise which combinations of roles the Regulator is likely to accept.
- Run the firm's own fitness and competence assessment before anything is lodged, and keep the six-year record the Rulebook requires.
- Draft and lodge the application in the prescribed form with the individual's countersignature, and respond to the Regulator's enquiries.
- Handle extensions of scope, conditions, temporary cover and withdrawals.
- Advise on the residency requirement and on waiver applications where a Compliance Officer or MLRO will sit outside GMC.
How the GMC Approved Person regime works, in plain terms
Under the Financial Services Act 2025 and the General Rulebook, a defined list of roles are Controlled Functions, and "performance of Controlled Functions are subject to approval by the Regulator". The Senior Executive Officer has "ultimate responsibility for the day-to-day management, supervision and control" of the firm's Regulated Activities and must be a Director, Partner or Senior Manager. A Senior Manager is an Employee, not a Director or Partner, who is responsible for part of the Regulated Activities. A Responsible Officer is someone outside the firm, typically in a Controller or group company, who exercises significant influence over it.
Four appointments are mandatory and must be held by Approved Persons "at all times": Senior Executive Officer, Finance Officer (banks and insurers only), Compliance Officer and Money Laundering Reporting Officer. The SEO, Compliance Officer and MLRO must be resident in GMC/Bhutan. A domestic body corporate must register all of its directors as Licensed Directors. The Rulebook's guidance states that a firm "would generally be expected to separate the roles of Compliance Officer and Senior Executive Officer".
The test is fitness and propriety. The Regulator considers integrity, competence and capability, financial soundness, the proposed role and any other relevant matters. Bankruptcy, conviction of a serious criminal offence or incapacity may disqualify a candidate. The firm must not allow an individual to perform a Controlled Function unless that person is approved and has been assessed as competent, and the firm remains responsible for its Approved Persons' conduct.
Once approved, the firm must request withdrawal of the status within seven days of the person ceasing to perform the function, reassign the responsibilities on an interim basis, and complete a replacement within three months. Temporary cover by a non-approved individual is limited to twelve weeks in any twelve months and is not available for Licensed Director or Licensed Partner roles.
Who this is for
- Licence applicants assembling their first management team before the Financial Services Licence issues.
- Existing Licensed Firms replacing an SEO, Compliance Officer or MLRO.
- International groups placing a group executive as Responsible Officer over a GMC subsidiary.
- Individuals who have been asked to take on a Controlled Function.
How an engagement runs
- Role design: we agree the organisation chart against the Controlled Functions and the mandatory appointments, and identify who needs approval.
- Internal assessment: we conduct and document the firm's own fitness and competence enquiries, so the file is ready before the Regulator asks.
- Application: we draft the prescribed form, collect the countersignatures and lodge with the Regulator.
- Engagement: we manage the Regulator's information requests and any interview until the approval issues.
- Lifecycle: we diarise the ongoing competence review and handle extensions, temporary cover and withdrawals as the team changes.
Frequently asked questions
Which roles must be filled before we can trade?
A Senior Executive Officer, Compliance Officer and Money Laundering Reporting Officer for all Licensed Firms, plus a Finance Officer for banks and insurers. Credit Rating Agencies and Venture Capital Fund Managers have limited exemptions. We confirm which set applies to your licence.
Can one person hold several Controlled Functions?
The Rulebook allows it, but its guidance makes clear that combining the Compliance Officer, Finance Officer or MLRO roles with other functions requires independent monitoring arrangements. We design those arrangements where a combination is unavoidable.
What if our Compliance Officer resigns suddenly?
Request withdrawal within seven days, reassign the responsibilities on an interim basis and appoint a replacement within three months. Temporary cover is available for up to twelve weeks. We handle the notice and the replacement application in parallel.
Can the Regulator refuse an application?
Yes. Approval is granted only if the Regulator is satisfied that the individual is fit and proper, and it may make its own independent enquiries. Our internal assessment is designed to surface any issue before the Regulator does.
Talk to GMC counsel on the ground
Basnet Law Pte. Ltd. is the first law firm incorporated in the Gelephu Mindfulness City. A short conversation early in a matter usually saves time and cost later. Write to basnet@basnetgmc.com or office@basnetgmc.com with a few lines about your plans, and we will tell you plainly what is needed, how long it takes, and whether we are the right fit.
You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.
