GMC does not have a separate crypto licence, and that is the point: virtual assets sit inside the same primary legislation as every other financial instrument, so an exchange is licensed for exactly the activities its model involves, no more and no fewer. A centralised crypto exchange in the Gelephu Mindfulness City Special Administrative Region (GMC) is licensed by the Gelephu Financial Services Office (GFSO) as an operator of a Multilateral Trading Facility under the Financial Services Act 2025. Basnet Law scopes the full permission stack an exchange needs and manages the application. This page explains what that stack is and how the application runs.
How we help
- Define the permission stack: Operating a Multilateral Trading Facility plus, as the model requires, Dealing in Investments as Principal, Dealing as Agent, Providing Custody and Providing Money Services.
- Test the perimeter: whether an order-routing model falls outside MTF operation under the order-routing exclusion, and whether non-GMC activity is excluded.
- Prepare the token listing framework for Accepted Virtual Assets under the Act and the Virtual Asset Guidance.
- Draft market rules, surveillance and conflicts arrangements against the Market Infrastructure Rulebook and the General Rulebook.
- Structure client asset segregation, hot and cold wallet policy and settlement finality for GFSO review.
- Complete the Approved Person applications for the Senior Executive Officer, Compliance Officer and MLRO.
- Advise on whether GFSO may require an Exchange/Clearing House order for the venue to become a Licensed Exchange.
How GMC crypto exchange licensing works, in plain terms
GFSO describes itself as the independent regulator of all financial services across traditional finance and digital assets in GMC. Virtual assets are not carved into a separate regime. The Act lists "the operation of a Multilateral Trading Facility on which Financial Instruments, Virtual Assets or Spot Commodities are traded" as a Regulated Activity, together with any ancillary activities GFSO deems suitable. A Virtual Asset is defined as a digital representation of value that can be digitally traded and functions as a medium of exchange, unit of account or store of value, but has no legal tender status.
The perimeter has an edge. A person does not operate an MTF by running "merely an order routing system" in which buying and selling interests are transmitted but do not interact. Where orders match, the venue needs a licence.
Most exchanges also deal, hold and move value. Buying or selling Virtual Assets as principal or as agent, safeguarding Virtual Assets belonging to another person, and providing currency exchange, money remittance or payment services are each Regulated Activities in their own right. The Act excludes money services that are a necessary part of another Regulated Activity carried on by the Licensed Firm, and we analyse that exclusion for fiat on-ramps.
GFSO can prescribe requirements for Licensed Firms dealing with Virtual Assets and the factors that make an asset an Accepted Virtual Asset. The Act prohibits any Regulated Activity involving an algorithmic stablecoin, a privacy token, or a digital asset using similar technology. GFSO may also direct an MTF admitting Accepted Virtual Assets to obtain an order to become a Licensed Exchange. Capital is set under PRU and by GFSO; we confirm the current figures at engagement.
Who this is for
- Exchange operators seeking a regulated base with a named virtual asset perimeter on the face of primary legislation.
- Brokers and OTC desks whose matching engine may cross the line from order routing into operating a venue.
- Existing exchanges adding a GMC entity to serve international clients.
- Market infrastructure providers offering clearing or settlement for digital assets.
How an engagement runs
- Perimeter memorandum: which of dealing as principal, dealing as agent, custody, money services and MTF operation apply to each product line, so the application asks for exactly what the model needs.
- Regulatory business plan, token admission policy and market rules.
- GFSO initial meeting and presentation of the exchange model.
- Application, personnel interviews and In-Principle Approval.
- Incorporation, capital, bank account, premises, staff and technology attestations, then licence issue.
Frequently asked questions
Is there a separate crypto exchange licence in GMC?
No. GFSO states that its regulated activities apply to virtual assets such as spot cryptocurrencies, with additional Virtual Asset Guidance. An exchange is licensed as an MTF operator together with the other activities its model needs, and we define that set before the first meeting.
Can we list any token?
Only tokens GFSO accepts as Accepted Virtual Assets under the Act. Algorithmic stablecoins and privacy tokens are prohibited outright. We build the listing policy around those criteria.
Do we need a custody permission as well?
If the exchange safeguards client Virtual Assets, yes. Using a third-party custodian may instead engage Arranging Custody, subject to the introducer exclusion, and we advise which applies to your wallet model.
What if our servers and staff are outside GMC?
A GMC-incorporated Licensed Firm must have its head office and registered office in GMC under the General Rulebook, and GFSO judges the head office by where the directors, senior management and day-to-day control sit. We plan the operating footprint with that test in mind.
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.
