The Financial Services Act 2025 has no separate licence called a digital bank or an e-money institution. A bank in the Gelephu Mindfulness City is a firm licensed for Accepting Deposits, and an e-money issuer is a firm licensed for Providing Money Services, whatever the channel. Which activity a product falls into determines the prudential rulebook, the board composition and the client money regime. Basnet Law Pte. Ltd., the first law firm incorporated in the Gelephu Mindfulness City, advises banks, neobanks, wallet providers and e-money issuers on licensing under the Financial Services Act 2025. This page explains how the two perimeters work.
Our legal advisory
- Classifying every customer balance as a deposit, stored value or a payment account before the product is built.
- Testing the deposit exclusions, from group treasury and wholesale debt issuance to money received by other licensed firms.
- Advising on the banking application, including the supplementary forms GFSO requires for banking and the prudential framework.
- Advising on the design of a governing body that meets the non-executive and independent director rules for banks, and on the Finance Officer and the other mandatory officer requirements.
- Advising on structuring e-money and wallet models under Providing Money Services and its exclusions.
- Advising on the In-Principle Approval conditions: bank account, capital, office and personnel.
How digital bank and e-money licensing works in GMC, in plain terms
A deposit is a sum of money paid on terms that it will be repaid, on demand or at an agreed time, and that is not referable to the provision of property or services or the giving of security. A platform balance withdrawable on demand is, on its face, a deposit unless an exclusion applies. Receiving a deposit is not itself regulated. Accepting Deposits becomes a regulated activity only where money received by way of deposit is lent to others, or where the recipient's other activities are financed wholly or to a material extent out of it. That is the statutory definition of banking: a digital bank meets it and a pure wallet does not. The exclusions cover intra-group payments, money paid in a lending business, sums received by practising lawyers, consideration for debt instruments subject to a commercial paper floor, occasional receipts not by way of business, and money received by a firm licensed for dealing, money services, fund or asset management activities in the course of that activity. A depositor of an unlicensed deposit-taker may ask the Court to order the money returned.
Money that is held but not put to work falls on the other side of the line. Providing Money Services means providing currency exchange, money remittance or payment services, and payment services include operating a payment account, executing payment transactions, selling or issuing stored value and receiving money for transmission. Stored value is electronically stored monetary value represented by a claim on the issuer, accepted by persons other than the issuer: this is the e-money concept, and the Act separately defines e-money as a digital representation of fiat currency, distinct from a virtual asset. A prepaid balance usable only with the issuer or a closed network is excluded, as is a technical service provider that never possesses the funds. Issuing a fiat-referenced token is a separate regulated activity again.
Licensing a bank follows the standard GFSO route through In-Principle Approval, with provisions specific to deposit-takers. An applicant must be a body corporate or a partnership with its head office and registered office in GMC. Banks must appoint a Finance Officer as an Approved Person in addition to the Senior Executive Officer, Compliance Officer and MLRO every licensed firm needs. A majority of a bank's governing body must be non-executive directors, at least one of them independent, the chair must be a non-executive, and GFSO may require audit, risk and other committees; a small firm that cannot meet all of this should apply for a waiver. Minimum capital figures are set in the prudential rulebook and by GFSO, not in the Act. GFSO may take account of a home regulator's opinion when assessing a foreign bank. The Royal Charter provides for a GMC central bank, and the landscape for banks will develop as it is established.
Two market facts frame the exercise. GFSO's process makes a bank account in GMC a pre-condition of the licence, so every applicant is also a bank customer whose file will be tested against the bank's own statutory due diligence duties. And the fast-track pathway announced in May 2026 for firms already licensed in Singapore, Abu Dhabi Global Market or Hong Kong bundles incorporation, approval and a corporate account with DK Bank, described as Bhutan's first licensed digital bank; it is accelerated review, not passporting. Whether a licence is granted, and on what conditions, is GFSO's decision.
Who this is for
- International banks and neobanks establishing a GMC deposit-taking subsidiary.
- E-money issuers and wallet providers whose balances are held to make payments rather than to fund lending.
- Fintechs deciding whether a balance model needs a banking or a money services licence.
- Firms licensed in Singapore, Abu Dhabi Global Market or Hong Kong considering the fast-track pathway.
How a legal advisory engagement runs
- Characterisation. We map every customer money flow against the deposit definition, the Accepting Deposits test, the stored value and payment account concepts and the exclusions.
- Model and governance. We design the legal form, head office, board and mandatory appointments the licence requires.
- Application. We advise on the business plan, prudential and client money framework, supplementary banking forms, the application and Approved Person requirements.
- In-Principle Approval. We advise on the incorporation, bank account, capital, office and personnel conditions through the licensing process.
- Operation. We advise on prudential reporting, client money audit and notification obligations.
Frequently asked questions
Is there a digital bank licence in GMC?
No separate category. A digital bank applies for a Financial Services Licence covering Accepting Deposits, on the same statutory test as any bank, and GFSO states that banking activities require supplementary application forms.
Is holding customer wallet balances deposit-taking?
Only if the money is lent out or finances your other activities. A balance held solely to execute the customer's payments is a payment account, and a prepaid balance redeemable at third-party merchants is stored value; both sit under Providing Money Services.
Can a GMC company raise debt from investors without a banking licence?
The general answer is yes. Consideration for debt instruments is not a deposit, subject to a statutory floor and a professional-investor condition for commercial paper, though offers of securities remain subject to the Act's offer rules.
What capital does a GMC bank need?
The Act and the General Rulebook do not state a figure. Capital requirements are set in the prudential rulebook and by GFSO as a condition of In-Principle Approval, and we advise on them for the specific model.
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.
