Setting up in the Gelephu Mindfulness City means working with a new statute book, a new registry and a regulator that is still writing its rules. Basnet Law Pte. Ltd. is the first law firm incorporated in GMC. We advise international groups, founders and investors on the Companies Act 2025, the LLP Act 2026 and the Limited Partnerships Act 2026, and we file with the Gelephu Corporate Registration Office from our office in Gelephu. If you want a GMC company that is set up correctly from day one, this is the page for you.
How we help
- Incorporating private companies limited by shares, including the constitution and the declaration of compliance the Act requires.
- Drafting a bespoke constitution or adapting the model constitution, including entrenchment provisions and class rights where founders want them.
- Satisfying the resident-director requirement and advising boards on directors' duties.
- Share capital work: no par value shares, redenomination, buybacks and treasury shares, and capital reductions by solvency statement.
- Moving an existing foreign company into GMC by redomiciliation, without liquidating it.
- Registering foreign companies that open a place of business in GMC.
- Choosing between a company, an LLP, a limited partnership or a registered business name.
How GMC company law works, in plain terms
The Companies Act 2025 has applied in GMC since 26 December 2024. It replaces the applied Companies Act that GMC first adopted, with amendments, and every dollar amount in it means United States dollars.
A company is formed by subscribing to a constitution and registering it. It can be limited by shares, limited by guarantee or unlimited. One member is enough, and there is no minimum share capital on the face of the Act. What GMC does insist on is a resident director: every company must have at least one director ordinarily resident in GMC, and a director who holds a valid GMC work visa or work pass satisfies that test. The Registrar can refuse registration and can require filings to be made through the electronic system.
Directors must act honestly and use reasonable diligence. Shareholders have a statutory remedy against oppressive conduct and can bring a derivative action on the company's behalf.
For groups relocating, the Act lets a foreign corporate entity transfer its registration into GMC and continue as a GMC company limited by shares. The tax treatment of that transfer is dealt with separately under the Income Tax Act 2025, and we plan the two together.
Who this is for
- International groups establishing a GMC subsidiary or holding company.
- Founders choosing an entity and a capital structure before a fundraise.
- Boards that need advice on directors' duties, conflicts and shareholder disputes.
- Companies redomiciling into GMC from Singapore, the BVI, the Cayman Islands, the UAE or elsewhere.
- Foreign companies opening a branch or place of business in Gelephu.
How an engagement runs
- Entity selection. We compare the company, LLP, limited partnership and business-name routes against your commercial and tax goals and recommend one.
- Documents. We draft the constitution, gather subscriber and officer details, and prepare the statutory declaration.
- Filing with GCRO. We lodge through the GCRO digital portal and handle Registrar queries until the certificate issues.
- Post-incorporation. Registers, share issues, the first financial year end and any GFSO or tax incentive applications that follow.
- Ongoing corporate secretarial support. Board and member resolutions, changes in officers and annual filings, on a retainer if you prefer.
Frequently asked questions
Is there a minimum share capital for a GMC company?
The Act does not set one, and shares have no par value. Regulated firms face capital requirements set by GFSO, and some tax incentives carry their own conditions. We tell you which apply before you decide.
Can a single person own and run a GMC company?
Yes. A company needs only one member, and a sole director may also be the sole member. That director must be ordinarily resident in GMC.
Do I need a GMC resident director if my directors are all abroad?
Yes. At least one director must be ordinarily resident in GMC. Holding a valid work visa or work pass satisfies the test, and we advise on the practical routes to it.
Can I move my existing company into GMC without liquidating it?
Yes. The Act provides for transfer of registration of a foreign corporate entity into GMC. The application includes a certified copy of the existing constitution and the proposed GMC constitution, and we prepare both.
Are registration fees fixed in the Act?
No. Fees are prescribed by the Registrar or by regulations and change from time to time. We confirm current amounts before filing.
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.
