A family moving capital to the Gelephu Mindfulness City Special Administrative Region (GMC) gets a USD-denominated, common-law jurisdiction with a 15% corporate rate, a 0% rate for non-citizen individuals until 31 December 2030, and a statutory family-owned investment holding company exemption in the Income Tax Act 2025. Basnet Law designs and establishes family office structures in GMC. This page sets out the rules and how we build a structure that qualifies under them.
How we help
- Choose the holding and management vehicles: a private company under the Companies Act 2025, a limited partnership under the Limited Partnerships Act 2026 or an LLP under the Limited Liability Partnerships Act 2026.
- Analyse whether the family office needs a GFSO licence for Managing Assets under the Financial Services Act 2025 or falls within the group and joint enterprise exclusion.
- Draft constitutions and partnership agreements with family governance, succession and control provisions.
- Satisfy the resident director requirement of the Companies Act 2025 and, for an LLP, the resident manager requirement of the Limited Liability Partnerships Act 2026.
- Prepare the family for the 13T exemption, including the related-shareholder and investment-holding tests.
- Coordinate work passes for family members and staff, the personal tax position of non-citizens, and the approved donor deduction.
How GMC family office law works, in plain terms
The Income Tax Act 2025 exempts "all relevant income of an eligible family-owned investment holding company", the exemption known as 13T. The company must have shareholders related to each other in the manner prescribed by regulations, operate wholly or mainly in holding or making investments, and meet other prescribed conditions. Relevant income means the listed kinds of GMC-sourced income and the listed kinds of foreign income received in GMC. A company that fails the definition in any basis period loses the exemption for all later periods.
Two further rules do much of the work. Non-citizens of Bhutan are taxed at 0% on chargeable income derived on or before 31 December 2030. Gains on ordinary or preference shares held for at least 24 months at a 20% or greater stake are exempt for a divesting company under the 13W exemption.
On regulation, discretionary management of assets belonging to another is a Regulated Activity under the Financial Services Act 2025 where the assets include Financial Instruments or Virtual Assets. Managing the assets of another member of the same Group is excluded, as is management under a power of attorney within the Act's separate exclusion for it. Whether a family office is inside the exclusion depends on how the family entities are grouped, so structure precedes licensing.
Who this is for
- International families establishing a single family office with a GMC base.
- Principals relocating and wanting a compliant holding structure before the 2030 windows close.
- Family businesses planning succession through GMC vehicles.
How an engagement runs
- Discovery: family members, residence, asset classes, governance objectives.
- Structure paper comparing company, LP and LLP options, with the regulatory perimeter analysis.
- Incorporation or registration through the Gelephu Corporate Registration Office and appointment of resident officers.
- Governance documents: constitution, shareholders' agreement, family charter, investment policy.
- Tax roadmap: 13T eligibility, 13W holding periods and the 2030 windows.
Frequently asked questions
Does a single family office need a GFSO licence?
Not necessarily. Managing assets belonging to another group member is excluded from the Managing Assets activity. Where family assets sit outside a corporate group, or third-party money is managed, a licence may be required, and we test the perimeter before any assets move.
Which vehicle is best: company, LP or LLP?
A private company gives a familiar board structure and works with the 13T exemption, which applies only to a company. An LP under the Limited Partnerships Act 2026 separates a managing general partner from passive family limited partners. An LLP under the Limited Liability Partnerships Act 2026 has separate legal personality and limited liability for its partners.
What are the residency requirements?
A company needs at least one director ordinarily resident in GMC under the Companies Act 2025; an LLP needs a resident manager under the Limited Liability Partnerships Act 2026; an LP may need a local manager under the Limited Partnerships Act 2026 if all its general partners are outside GMC. We plan the appointments with the structure.
How are family members taxed personally?
Non-citizens of Bhutan pay 0% on chargeable income derived on or before 31 December 2030.
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.
