The Gelephu Mindfulness City Special Administrative Region (GMC) is a common-law, US-dollar jurisdiction created by Royal Charter No. 1 of 2024 in southern Bhutan. This master guide links every cluster of our GMC series, so that a founder, CFO or general counsel can move from "what is this place" to "what do I file, and when" using the statutes themselves.

What this guide covers

Seven clusters, in the order most businesses meet them. Each has its own hub page; the anchor articles are listed here.

1. The jurisdiction

GMC has executive, legislative and judicial authority with final adjudication (Charter, Art. 1). The common law and equity of established common law jurisdictions apply so far as suited to GMC and subject to GMC enactments (Application of Laws Act 2024, s. 3). Every "$" in GMC law means United States dollars (Companies Act 2025, s. 4A).

• Is GMC a Separate Jurisdiction? — what the Charter grants and what "one country, two systems" means.
• Which Law Applies in GMC? — the Application of Laws Act 2024 and its amendments, Schedule by Schedule.
• Where GMC Law Comes From — the applied statutes and the GMC Acts that replaced them.
• The Dollar Jurisdiction — the USD reading clauses.

2. Company formation and entity choice

Any person may form a company by subscribing to a constitution (Companies Act 2025, s. 17). A company needs one member (s. 20A) and at least one director ordinarily resident in GMC, which includes a holder of a valid work pass (s. 145(1), (1A)). Foreign companies can transfer their registration into GMC without creating a new legal entity (ss. 358–361).

• Every Entity You Can Form in GMC — companies, LLPs, limited partnerships, partnerships and business names compared.
• How to Incorporate a Company in GMC — the filing-by-filing guide to the GCRO portal.
• One Director, One Shareholder, No Minimum Capital — the real substance requirements.
• Redomiciliation to GMC — Part 10A transfers and the s. 34G and s. 34H tax overlay.

3. Financial services licensing

No person may carry on a Regulated Activity by way of business in GMC unless it is a Licensed Firm or an Exempt Firm (Financial Services Act 2025, s. 16). Applications are made by a body corporate or partnership (s. 27) against the Threshold Conditions (s. 28).

• The Complete Guide to GFSO Licensing — every Schedule 1 regulated activity.
• From First Meeting to Licence — the GFSO process and In-Principle Approval.
• Approved Persons and Controlled Functions in GMC — the mandatory appointments in GEN 5.5.
• Do You Actually Need a GFSO Licence? — the Schedule 1 exclusions.

4. Crypto and digital assets

Virtual assets sit inside the same statute as traditional finance: dealing as principal covers "Financial Instruments, Virtual Assets, or Spot Commodities" (Schedule 1, para. 4), issuing a fiat-referenced token is a named activity (para. 53B), and GFSO may make specific virtual asset rules (s. 5A).

• The GMC Digital Asset Framework — virtual assets as a first-class regulated asset class.
• Licensing a Centralised Crypto Exchange in GMC — the MTF/OTF route under para. 54.
• Stablecoin Issuance in GMC — the fiat-referenced token licence.
• Crypto Custody in GMC — paras. 43 to 47.

5. Tax

Companies pay 15% on every dollar of chargeable income (Income Tax Act 2025, s. 43(1)(a)). Non-citizen individuals pay 0% on chargeable income derived on or before 31 December 2030 (s. 43(1)(ba)). Approved founders companies may be exempt for up to 15 years (s. 13Y); strategic and development companies may pay not less than 5% (s. 43D). Neither approval may be granted after 31 December 2030.

• The GMC Tax Regime in Full — rates and bands.
• The Founders Company Exemption — s. 13Y.
• The Strategic and Development Company Concession — s. 43D.
• Withholding Tax in GMC — ss. 45, 45A and 45B.
• Advance Rulings from the GMC Comptroller — s. 108, enacted but awaiting Gazette commencement.

6. Immigration and residency

A person must not employ a foreign employee without a valid work pass (Employment of Foreign Workforce Act 2025, s. 5); a self-employed foreigner also needs one (s. 10). The pass makes a director "ordinarily resident" for Companies Act purposes.

• Residency in GMC: Every Route to Living Legally in the Gelephu Mindfulness City — the pillar page.
• GMC Work Passes: The Complete Employer's Guide — ss. 5 to 15 explained.

7. Employment, contracts and trade

Any contract term less favourable than the Employment Act 2025 is void to that extent (s. 8). Sale of goods contracts carry implied terms as to title, description, quality and sample (Sale of Goods Act 2026, ss. 12–15), and exclusion clauses face a reasonableness test (Unfair Contract Terms Act 2026, s. 11).

• Hiring in GMC: The Employment Act 2025 From Offer Letter to Termination
• Employer Criminal Exposure in GMC — ss. 22A and 22B.
• Commercial Contracts in GMC — the Sale of Goods and Unfair Contract Terms Acts.
• Dispute Resolution in GMC; Importing and Exporting Through GMC; Land, Leases and Construction in GMC.

Frequently asked questions

What is the first filing for a new business in GMC?

Usually name reservation and incorporation through the GCRO (Companies Act 2025, ss. 19, 27), or business name registration for sole traders and partnerships (Business Names Registration Act 2026, s. 5). Licensed activities need GFSO permission before trading (Financial Services Act 2025, s. 16).

Is there a deadline I should plan around?

Yes. The 0% personal rate, the founders company exemption and the strategic and development company rate are all tied to 31 December 2030 (Income Tax Act 2025, ss. 43(1)(ba), 13Y(5), 43D(4)).

Do I need someone physically in GMC?

A company needs a director ordinarily resident in GMC (Companies Act 2025, s. 145); an LLP a resident manager (LLP Act 2026, s. 29); a business name may need an authorised representative (Business Names Registration Act 2026, s. 11).

Which eight industries does GMC prioritise?

Spiritual; Health and Wellness; Education and Knowledge; Agri-Tech and Forestry; Green Energy and Technologies; Finance and Digital Assets; Aviation and Logistics; Tourism (gmc.bt/about).

You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.

References

• Royal Charter No. 1 of 2024, Art. 1
• Application of Laws Act 2024, s. 3
• Companies Act 2025, ss. 4A, 17, 19, 20A, 27, 145, 358–361
• Financial Services Act 2025, ss. 5A, 16, 27, 28; Schedule 1, paras. 4, 43–47, 53B, 54
• Income Tax Act 2025, ss. 13Y, 43(1)(a), 43(1)(ba), 43D, 45, 45A, 45B, 108, 34G, 34H
• Employment of Foreign Workforce Act 2025, ss. 5, 10, 22A, 22B
• Employment Act 2025, s. 8
• Sale of Goods Act 2026, ss. 12–15; Unfair Contract Terms Act 2026, s. 11
• Business Names Registration Act 2026, ss. 5, 11; LLP Act 2026, s. 29
• GEN Rulebook 2026, 5.5