The Gelephu Mindfulness City wrote virtual assets into the Financial Services Act 2025 itself. An exchange, a custodian, a stablecoin issuer or a tokenisation platform is licensed through the same list of Regulated Activities as a bank or a broker, by the same regulator, the Gelephu Financial Services Office (GFSO), under a common law legal system enacted in English. Basnet Law Pte. Ltd. is the first law firm incorporated in GMC and practises from Gelephu, where GFSO and the Gelephu Corporate Registration Office sit. Our lawyers have incorporated and structured a virtual asset service provider, advised fintech companies on licensing and market entry, and advised on the redomiciliation of a global cryptocurrency exchange. If you are building or moving a digital asset business into GMC, this page explains what the law requires, who we act for, and how we take you from business model to licence.
Quick answer. A digital asset business needs a GFSO licence when it carries on a Regulated Activity by way of business in GMC: operating a trading facility, providing custody, dealing or arranging in virtual assets, issuing a fiat-referenced token or providing money services. Software that merely routes orders, transactions within a group and dealings by non-GMC persons through a licensed firm fall outside the perimeter. GFSO targets in-principle approval within two to three months on average, firms licensed in an established financial centre can use the accelerated review pathway, and the tax regime is 15% on companies, 0% on non-citizen individuals to 31 December 2030, with no capital gains tax and no dividend withholding.
How we help
- Perimeter analysis and written opinions. Whether what you do is carried on "by way of business" in GMC, which Regulated Activity it falls within, and which exclusion, if any, takes it outside the Act. Delivered as a written opinion, citing the Act and the section, that your board, your investors and your exchange partners can rely on.
- VASP licensing with GFSO. The application and the GEN Rulebook, from the business model presentation and the first meeting through In-Principle Approval to licence issue, including Approved Person applications for your directors and senior managers.
- Exchange licensing. Operating a Multilateral Trading Facility or Organised Trading Facility on which virtual assets are traded, with the dealing, arranging and custody permissions a real exchange also needs, and advice on when the order-routing exclusion takes a platform outside the definition.
- Custody and wallet providers. Structuring under the Providing Custody activity, which expressly covers virtual assets, including client-asset segregation, sub-custody and the arranging-custody permission.
- Stablecoins and payment tokens. Issuing a Fiat-Referenced Token read together with Providing Money Services: reserve, redemption and disclosure design against the Regulator's Rules on Accepted Fiat-Referenced Tokens.
- Token issuance and legal opinions. Classification of a token against the specified investments in the Act, including environmental instruments, issuer structuring, whitepaper and sale documentation, and the legal opinion an exchange listing or a launchpad requires.
- Real-world asset tokenisation. Tokenised securities, funds, real estate and commodities: which permissions the platform needs, how the token rights are constituted, and how custody, disclosure and investor protection are aligned.
- Funds and venture capital for digital assets. Variable capital companies, GP/LP structures, licensed and foreign-recognised managers under the Fund Rulebook, the four-week no-objection route, and the fund and manager tax exemptions.
- Mining, data centres and treasuries. Hydropower-backed compute projects, land through the Economic Development Group, digital asset treasury companies and the tax treatment of each.
- Banking the business. Account opening with DK Bank, the first GMC-licensed bank, which operates in nine currencies and offers digital asset services, and the documentation banks ask of a virtual asset firm.
- AML and compliance programmes. Customer due diligence, transaction monitoring, travel-rule arrangements, governance and reporting designed to GFSO's expectations and international standards, so the firm launches operationally ready.
- Financial promotions and marketing. Review of websites, whitepapers, social content and referral arrangements against the Act's restriction on invitations and inducements and the exemptions.
- Tax structuring. Company rate 15%, non-citizen individuals 0% to 31 December 2030, founders company exemption for up to 15 years on approval, no capital gains tax, no withholding on dividends, and advance rulings.
- Redomiciliation and market entry. Transfer of an existing exchange, custodian or protocol company into GMC, or a fresh GMC entity alongside the existing group.
Who we work with
- Crypto exchanges and brokers. Spot and derivatives platforms, OTC desks and brokers applying for the trading facility, dealing and custody permissions.
- Custodians and wallet providers. Institutional custodians, wallet-as-a-service providers and sub-custodians safeguarding client virtual assets.
- Stablecoin and payment token issuers. Fiat-referenced token projects and payment firms combining token issuance with money services.
- Token issuers and protocol founders. Projects launching a token, from classification and exchange opinion letters to full issuance documentation and treasury structuring.
- Tokenisation platforms. Founders tokenising funds, real estate, private credit, commodities and carbon or environmental instruments.
- Digital asset funds and venture capital. Liquid token funds, venture funds and family offices allocating to digital assets through a GMC vehicle.
- Miners, data centre operators and treasury companies. Businesses that want renewable power, a defined perimeter and a tax regime that respects capital gains.
- Fintech and payments companies. Payment institutions, remittance businesses and embedded-finance platforms that touch virtual assets.
- Businesses entering from abroad. Groups licensed elsewhere using the accelerated review pathway, and international law firms instructing us as GMC local counsel.
How GMC virtual asset law works, in plain terms
The starting point for every Web3 business model is the General Prohibition in the Financial Services Act 2025: "No person may carry on a Regulated Activity by way of business in GMC, or purport to do so" unless licensed or exempt. An agreement made in breach of it is unenforceable against the other party, who may recover money or property paid.
Virtual assets are on the face of the statute. Providing Custody covers safeguarding "Financial Instruments, Virtual Assets or, Spot Commodities belonging to another". Operating a Multilateral Trading Facility covers a facility on which "Financial Instruments, Virtual Assets or Spot Commodities are traded". Arranging Deals in Investments extends to a Virtual Asset. The Regulator can make Rules for firms dealing with Virtual Assets and Fiat-Referenced Tokens, including the criteria for an "Accepted Virtual Asset", and can impose or exclude requirements for a particular firm by written notice.
Exclusions matter as much as the activities. A facility that is "merely an order routing system", where orders "are merely transmitted but do not interact", is not a Multilateral Trading Facility. Non-GMC Persons dealing with or through a Licensed Firm benefit from their own exclusion, and transactions within a group are excluded too.
GFSO is the independent regulator of all financial services and virtual asset activities in GMC and publishes virtual asset guidance. Capital and client-asset requirements are not in the Act. They sit in the Rulebooks applied through Schedule B of the Application of Laws Act 2024, and GMC courts can rely on common law precedent from any common law jurisdiction when they interpret the framework.
Why digital asset founders choose Basnet Law
- The first law firm incorporated in GMC, practising from Gelephu. Our office is in Gelephu, where the Gelephu Corporate Registration Office and the Gelephu Financial Services Office sit. We file, execute documents and attend meetings in person when a matter requires it.
- Digital asset and fintech work is not new to us. Our lawyers have incorporated and structured a virtual asset service provider, advised fintech companies on licensing and market entry, and advised on the redomiciliation of a global cryptocurrency exchange, before GMC's framework existed and now under it.
- Advice that cites the Act. Every opinion cites the section and states what the provision provides. Your investors, exchanges and banks can check it, and so can the regulator.
- Fixed fees agreed in writing before work starts. A defined scope for a perimeter opinion, an incorporation or a licence application, and an estimate for advisory work. Registry and regulator fees are passed through at cost.
- One accountable team from model to launch. Perimeter, entity, licence, bank account, land, work passes, tax approvals and post-licence compliance run as one sequence with dates fixed at the start.
Our work
- Advised on the establishment of virtual asset service providers, from entity structuring to regulatory engagement.
- Advised on licensing for a fintech company's market entry.
- Advised on the redomiciliation of a global cryptocurrency exchange into Bhutan.
- Advised on the perimeter, structure and banking of digital asset businesses preparing GFSO applications in GMC.
Client names and details are confidential. Press releases describing public matters are on the Our Work page.
How an engagement runs
- Model mapping. We map each revenue line to the regulated activities and exclusions of the Act, so you know which permissions you need.
- Structuring. We advise on the GMC entity and on the head-office requirements and mandatory appointments in the GEN Rulebook 2026, and on the tax approvals worth applying for.
- GFSO engagement. We prepare the business model presentation and the application and support your people through their interviews.
- Conditions and launch. We help you satisfy the In-Principle Approval conditions: incorporation, bank account, capital, office and staff, until the licence is issued.
- Post-licence compliance. Financial promotions, complaints handling, changes of control and new permissions under the GEN Rulebook, on an ongoing basis if you want it.
Frequently asked questions
Is crypto legal in GMC?
Yes. Virtual assets are a regulated asset class under the Financial Services Act 2025. Exchanges, custodians, dealers, arrangers and fiat-referenced token issuers are licensed by GFSO, and businesses outside the perimeter operate without a licence.
Does GMC have a dedicated stablecoin licence?
Issuing a Fiat-Referenced Token is a named specified activity in the Act. The reserve, redemption and "Accepted Fiat-Referenced Token" criteria are set in the Regulator's Rules and Directions rather than in the Act itself, and we work from the current versions.
Is running a crypto exchange a regulated activity in GMC?
Yes. Operating a Multilateral Trading Facility on which Virtual Assets are traded is a specified activity. A real exchange usually also needs a custody permission and may need dealing or money services permissions as well. We map the full set at the outset.
How long does a GMC VASP licence take?
GFSO targets in-principle approval within two to three months on average. Firms already licensed in an established financial centre can use the accelerated review pathway. The licence is issued once the in-principle conditions, incorporation, capital, office, staff and bank account, are met.
My protocol is non-custodial and decentralised. Do I need a licence?
It depends on whether any person carries on a specified activity "by way of business" in GMC, and whether the exclusions for non-GMC persons apply. Software that merely transmits orders without letting them interact is outside the Multilateral Trading Facility definition. We put the answer in a written perimeter opinion.
Can I market a token to GMC residents from abroad?
The Act restricts communicating "an invitation or inducement to Engage in Investment Activity" in the course of business unless the communicator is licensed, the content is approved by a Licensed Firm, or an exemption applies. We review the material before it goes out.
What are the minimum capital requirements?
They are set by GFSO in the prudential rulebooks, not in the Act. We confirm the current figures for your activity before you commit.
How are crypto businesses and founders taxed in GMC?
Company income tax is 15% under the Income Tax Act 2025, with no capital gains tax and no withholding on dividends. Non-citizen individuals pay 0% to 31 December 2030. A founders company can be exempt for up to 15 years on approval. Advance rulings are available.
Can a crypto business open a bank account in GMC?
Yes. DK Bank, the first GMC-licensed bank, operates in nine currencies and offers digital asset services. We prepare the onboarding file alongside the licence application so the account is ready when the in-principle conditions fall due.
Can I move my existing exchange or custodian into GMC?
Yes. Part 10A of the Companies Act 2025 provides for the transfer of registration of a foreign company into GMC with its history intact, and a firm licensed in an established financial centre can apply through the accelerated review pathway.
Do you issue legal opinions for exchange listings?
Yes. Token classification opinions under GMC law, addressed to the issuer and, on request, to named exchanges, launchpads or counterparties, with assumptions, qualifications and the documents reviewed set out in full.
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.
