A GMC company is light to form: one member, one director who is ordinarily resident, shares with no par value and capital in US dollars. What trips people up is the substance behind that, from the resident director and the GMC registered office to the empanelled service provider every filing now has to go through. Basnet Law forms companies in the Gelephu Mindfulness City Special Administrative Region (GMC) under the Companies Act 2025, from name reservation through to the first board resolutions. We are on the ground in Gelephu and advise international founders, groups and investors on the choice of vehicle and the substance a GMC company must actually have. This page sets out the statutory steps and what we do at each one.
How we help
- Advise on the right vehicle: a private company limited by shares, a company limited by guarantee or an unlimited company under the Companies Act 2025, or an LLP or limited partnership under the 2026 Acts.
- Reserve and clear the company name against the Registrar's refusal grounds.
- Draft a bespoke constitution or adapt the prescribed model constitution, including share classes and entrenched provisions where founders need them.
- Prepare the incorporation filing and the statutory declaration that the Act has been complied with and the subscribers' identities verified.
- Source and document the "ordinarily resident" director the Act requires, the GMC registered office and the GMC-resident secretary.
- Structure the initial share issue: shares have no par value and every "$" amount is in US dollars.
- Set up post-incorporation compliance: registers, annual return timing and, where a licence is needed, coordination with the Gelephu Financial Services Office (GFSO).
How GMC company formation works, in plain terms
The Companies Act 2025 commenced on 26 December 2024. It repeals and re-enacts, with amendments, the Companies Act 1967 that GMC first applied through Schedule A of the Application of Laws Act 2024. Any person, "whether alone or together with another person", may form a company by subscribing to a constitution and complying with the registration requirements, and a company needs at least one member.
A private company is one whose constitution restricts share transfers and caps membership at 50, not counting employees and former employees. Its constitution must state the company name, that members' liability is limited, and the subscribers' names, addresses and occupations. The designated officer may prescribe a model constitution, and a private company may adopt it in whole or in part.
Substance is light but real. "Every company must have at least one director who is ordinarily resident in GMC", and a director qualifies if resident in GMC or holding a valid work visa or work pass. A sole director may be the sole member. The Registrar must refuse registration if the company is likely to be used for an unlawful purpose or would be contrary to national security or interest, with a 30-day appeal to the designated officer.
The Act does not fix a minimum paid-up capital, and fees are prescribed by regulations. In practice GCRO works to a minimum paid-up capital of US$1, a US$2,000 registration fee and a US$2,000 annual renewal for a private company limited by shares, and incorporation takes about one week from complete documents. Since 1 November 2025 every new incorporation must go through a GMCA-empanelled Corporate Service Provider (CSP) selected in the portal.
Who this is for
- International founders establishing an operating or holding company in GMC.
- Groups placing a regional subsidiary in one of GMC's priority industries.
- Investors who need a GMC entity to hold a long-term lease or a licence.
- Fund sponsors and family principals who will later seek a GFSO licence or tax approval.
How an engagement runs
- Scoping call: business purpose, shareholders, directors, and whether a regulated activity is involved, so we know which route and which regulator applies.
- Name reservation and constitution drafting, including any special share rights.
- Collection of KYC on subscribers and officers; we make the statutory declaration of compliance.
- Filing through the Gelephu Corporate Registration Office (GCRO) portal alongside the empanelled CSP, fee payment by card (Stripe) or BTN (RMA gateway), and issue of the certificate of incorporation, certificate of registered business name and UEN.
- Post-incorporation pack: first resolutions, registers, registered office filing within one month, bank account support, and tax registration, so the company is ready to trade.
For matters outside GCRO, GMCA publishes these contacts: tax gelephu_tax@gmc.bt, immigration immigration@gmc.bt, customs customs@gmc.bt, GFSO gfso@gmc.bt.
Frequently asked questions
How many shareholders and directors does a GMC company need?
One of each. The Act requires at least one member and at least one director who is ordinarily resident in GMC, and that director may also be the sole member. We source the resident director where a group has nobody on the ground.
Can a foreigner be the resident director?
Yes. A director is ordinarily resident if he or she is resident in GMC or holds a valid work visa or work pass. Directors must be natural persons aged 18 or over. We align the work pass application with the appointment.
Is there a minimum share capital?
The Companies Act does not state one. Shares have no par value and capital is expressed in US dollars. The practical minimum is US$1, deposited as soon as practicable after incorporation, with higher amounts for regulated activities or tax incentives, and we tell you which apply.
What happens when the company is registered?
On the date in the notice of incorporation the subscribers become a body corporate with perpetual succession, able to sue, be sued and hold land. From that day we move to the post-incorporation pack.
Can the Registrar refuse my chosen name?
Yes. The Act requires refusal of names that are undesirable, identical to an existing company, LLP, LP or business name, or of a kind the designated officer has directed not to accept. GCRO also restricts "Bhutan", "Druk", "GMC", "GMCA", "Group of Companies", "Partnership" and domain extensions, and requires RGOB approval for "Royal" or "Government". We clear the name before anything is filed.
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.
