Since 1 November 2025 every new incorporation in the Gelephu Mindfulness City must go through a corporate service provider empanelled by the GMC Authority, and the registry no longer waives the resident director or registered office. Basnet Law Pte. Ltd., the first law firm incorporated in the Gelephu Mindfulness City, is not a corporate service provider. We give legal advice on what the Companies Act 2025 requires, from the incorporation declaration and registered office to the registers and annual filings. This page explains what the regime demands and how we advise a company on it.
Our legal advisory
- Advising on the legal requirements from expression of interest to certificate.
- Advising on what the statutory declaration requires under the Companies Act 2025.
- Advising on the registered office requirement: the address, the particulars to be filed and the hours it must be accessible.
- Advising on the ordinarily resident director and resident secretary requirements, and documenting the appointments.
- Advising on the registers of directors, secretaries, auditors, members and registrable controllers, and on the statutory window for notifying changes.
- Advising on the annual calendar: auditor appointment, general meeting or dispensation resolution, financial statements and annual return.
How the corporate service provider regime works in GMC, in plain terms
The Gelephu Corporate Registration Office is the one-stop digital portal for business registration and filing in GMC. Its process runs from an expression of interest assessed for fit with GMC's core industries, through acceptance, selection of a corporate service provider and submission of documents, to issue of the certificate of incorporation and unique entity number. A corporate service provider is mandatory for all new incorporations from 1 November 2025. Four are empanelled, two full and two provisional serving only wholly Bhutanese-owned companies. The Companies Act 2025 lets formation be handled by a registered qualified individual, a person approved by the GMC Authority to provide or supervise corporate services, who can make the incorporation, director and subscriber declarations on the client's behalf.
The substance a company must have is modest but continuous. It needs at least one member and one director ordinarily resident in GMC, which includes a director holding a valid work visa or work pass; the sole director may also be the sole member. The resident director cannot resign unless another remains, and if a company carries on business for more than six months without one, any member who knows of it becomes personally liable for debts contracted after that period. Acting as a nominee director by way of business is prohibited unless the person is a registered corporate service provider for that service or the arrangement is made through one. Every company must have a registered office in GMC from incorporation and a secretary residing in GMC, though the Registrar may waive the secretary's residence; a sole director cannot also be the secretary. The registry's transitional waiver of the resident director and registered office requirements ended on 30 April 2026, and the Registrar may revoke registration where they remain unmet. GCRO adds that every company needs a physical presence, must file its office address within one month of incorporation and keep it accessible at least five hours on business days.
The compliance clock starts at the start. A company incorporated on or after 16 June 2025 must keep a non-public register of its registrable controllers from incorporation, using a more-than-25% test of shares, voting rights or board control. An auditor must be appointed within three months unless the company is dormant, and the auditor must not be the corporate service provider or an affiliate; the Act contains no small-company audit exemption. Changes of officers and of the registered office must be notified within 14 days. The annual general meeting falls within six months of financial year end unless a private company dispenses with it, the annual return within seven months, and accounting records must be kept for at least five years. A data protection officer with public contact details is also required under the applied personal data protection law.
Corporate service providers sit inside the AML regime as well. Formation agents, nominee directors, registered office providers, trustees and nominee shareholders are designated non-financial businesses that must register with GFSO and conduct customer due diligence as the Rules specify, as must law firms. LLPs follow a parallel pattern: a registered office in GMC, a manager ordinarily resident in GMC, a declaration of solvency every 15 months and their own register of controllers.
Who this is for
- International groups incorporating a GMC subsidiary whose directors and finance function sit abroad.
- Founders relocating on a work pass who want clear legal advice on the registers, filings and calendar.
- GFSO licence applicants that must show a GMC registered office and head office before the licence issues.
- Existing GMC companies that need legal advice on overdue or incorrect filings, or a resident director about to leave.
How a legal advisory engagement runs
- Scoping. We confirm the vehicle, the people who will hold the resident director and secretary roles, and whether a licence or tax approval will follow.
- Formation documents. We advise on the expression of interest and the incorporation requirements.
- Set-up. We advise on the registered office, appointments, consent declarations, registers and controller notices, and on the compliance calendar.
- Annual cycle. We advise on the auditor appointment, general meeting or dispensation, financial statements and annual return each year.
- Changes. We advise on officer, office, allotment and capital changes and the 14-day notification window, and report to the board.
Frequently asked questions
Do I have to use an empanelled corporate service provider?
Yes, for every new incorporation since 1 November 2025. The provider is selected in the GCRO portal after the expression of interest is accepted.
Who can be the resident director?
A director qualifies if resident in GMC or holding a valid work visa or work pass, and nominee directorships by way of business must run through a registered corporate service provider. We do not supply directors. We advise on whether a proposed director qualifies and document the appointment so it respects that rule and the director's full duties under the Act.
What happens if our only resident director leaves?
The resignation is invalid unless another resident director remains. If the company trades for more than six months without one, any member who knows of it becomes personally liable for debts contracted after that period, and the Registrar may direct the members to appoint a qualifying director.
Does a small GMC company need an audit?
On the face of the Act only dormant companies are exempt, so plan for an auditor within three months of incorporation. The auditor cannot be the company's corporate service provider or an affiliate of it.
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.
