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 advises on forming companies in the Gelephu Mindfulness City Special Administrative Region (GMC) under the Companies Act 2025, from name selection through to the first board resolutions. We are based in Gelephu and advise international founders, groups and investors on the choice of vehicle and the substance a GMC company must have. This page sets out the statutory steps and what we do at each one.
Our legal advisory
- 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.
- Advise on whether a proposed company name meets the Registrar's refusal grounds under the Companies Act 2025.
- Draft a custom constitution or adapt the prescribed model constitution, including share classes and entrenched provisions where founders need them.
- Advise on the incorporation requirements of the Companies Act 2025, including the statutory declaration.
- Advise on the Act's requirements for an "ordinarily resident" director, a GMC registered office and a GMC-resident secretary.
- Advise on the initial share issue: shares have no par value and every "$" amount is in US dollars.
- Advise on post-incorporation compliance: registers, annual return timing and, where a licence is needed, 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 lease or a licence.
- Fund sponsors and family principals who will later seek a GFSO licence or tax approval.
How a legal advisory engagement runs
- Scoping call: business purpose, shareholders, directors, and whether a regulated activity is involved, so we know which route and which regulator applies.
- Advice on the company name and constitution drafting, including any special share rights.
- Advice on the identity and ownership information the Act requires for subscribers and officers.
- Filing is done by the empanelled CSP through the GCRO portal; GCRO then issues the certificate of incorporation, certificate of registered business name and UEN. We advise on any legal questions that arise.
- Post-incorporation advice: first board resolutions, the registers and registered office rules, banking and tax registration requirements, so the company is ready to trade.
For matters outside GCRO, GMCA's tax, immigration and customs divisions and GFSO each handle their own enquiries; we advise on which body handles each question.
Frequently asked questions
How many shareholders and directors does a GMC company need?
The minimum is 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 advise on who can qualify as resident director where a group has nobody resident in GMC.
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 advise on aligning 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 advise on post-incorporation obligations.
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 advise on the name rules early.
Basnet Law Pte. Ltd. is a law firm. It is not a GMCA-empanelled corporate service provider (CSP).
Contact
Basnet Law Pte. Ltd. is the first law firm incorporated in the Gelephu Mindfulness City.
You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.
