Basnet Law Pte. Ltd. is the first law firm incorporated in the Gelephu Mindfulness City and acts as GMC local counsel to law firms in India, Singapore, the United Arab Emirates, Hong Kong, the United Kingdom, the United States and Europe. The instructing firm keeps the client relationship. We supply GMC legal advice in the form and at the speed a transaction team needs. This page sets out how an instruction runs from conflict check to delivery, the opinion formats we issue, how fees work, and who to call.
In short
- Instructions come from the instructing firm and the client stays yours. We do not approach a referred client for other work.
- Every instruction starts with a written conflict check and a fixed scope, confirmed within one to two business days.
- We issue capacity and authority, enforceability, regulatory perimeter and tax opinions under GMC law, in the format the transaction requires, with reliance extended to named lenders or counterparties on request.
- We advise from Gelephu.
- Fees are agreed in writing before work starts, as a fixed fee for a defined scope or on time for advisory work, and we invoice either the instructing firm or the client as you direct.
- Named contact: Tika R. Basnet, basnet@basnetgmc.com.
What instructing firms use us for
GMC law opinions. A transaction touching a GMC entity usually needs an opinion on capacity, authority, enforceability and regulatory status under GMC law. Capacity and powers derive from the Companies Act 2025 (s. 23), the doctrine of ultra vires is modified (s. 25), constructive notice of the constitution is abolished (s. 25A) and directors' power to bind the company is protected (s. 25B). Regulatory status turns on whether a Regulated Activity is carried on by way of business in GMC (Financial Services Act 2025, s. 16; Schedule 1, Part 1, para. 3). Our opinions cite the section and state what the provision provides.
Applied-law mapping. GMC law is layered by design. GMC Acts prevail; the received common law and equity apply so far as suited to GMC (Application of Laws Act 2024, s. 3); the applied statutes in Schedule A and the applied financial services rules in Schedule B apply with modifications (ss. 4, 5); Schedule C applies Bhutan sales tax laws (s. 5A); for uncovered matters the applied general law is presumptive in civil and commercial matters and prevails over the Schedule B rules in a conflict (s. 7). Foreign counsel familiar with the parent instrument work efficiently once we confirm which items remain in Schedule A after the 2025 and 2026 deletions, what the modifications are, and where a GMC Act has replaced the parent.
GCRO and GFSO filings. Incorporation, name reservation and constitution filings go through the Gelephu Corporate Registration Office under the Companies Act 2025, ss. 17 to 27, and are made by a GMCA-empanelled CSP; transfers of registration under Part 10A (ss. 357 to 359); foreign company registration under s. 368. Financial Services Licence applications are made under s. 27 of the Financial Services Act 2025 and GEN 5.2, with Approved Person applications under GEN 5.6, and fund and manager no-objections under the Fund Rulebook. We advise on these requirements from Gelephu.
Resident roles. Structures need people in GMC: a director ordinarily resident in GMC (Companies Act 2025, s. 145(1), (1A)); an authorised representative for a foreign company (s. 370) or a business name (Business Names Registration Act 2026, s. 11); a local manager for a limited partnership whose general partners are abroad (Limited Partnerships Act 2026, s. 28); a resident manager for an LLP (LLP Act 2026, s. 29). We advise on who fills each role and the personal responsibility it carries.
Local legal advice for the matter. Advice on regulator requirements, document execution, bank account requirements, notarisation and apostille, and land matters.
Ongoing monitoring. Where a matter continues after closing, we track GMC enactments, commencement notices, rulebook amendments and regulator guidance that touch the structure, and report to the instructing firm.
How a referral runs
- Conflict check. You send the parties, affiliates and the nature of the matter. We check against every current and former GMC matter and confirm clearance in writing, normally within one to two business days. Where a related party is already a client on an unrelated matter, we say so and propose an information barrier or decline.
- Scope and assumptions. We agree a fixed list of questions, the governing documents, the assumptions and the addressees before drafting. Nothing is added to scope without your written instruction.
- Engagement letter. One page, addressed to the instructing firm or to the client as you direct, setting out scope, fee, timing and reliance.
- Draft. A draft that cites each provision it relies on, each one checked against the current text of the Act or rulebook, delivered for your review on the agreed date.
- Delivery and follow-up. The signed opinion or the filed document, followed by monitoring where the matter continues.
Opinion formats
- Capacity and authority. Due incorporation, existence, corporate power, authorisation of the transaction, execution, and the absence of insolvency events, under the Companies Act 2025 and the constitution.
- Enforceability. Whether the obligations are valid, binding and enforceable under GMC law, with the standard qualifications on insolvency, equitable remedies and public policy, and a statement of how the received common law applies.
- Regulatory perimeter. Whether an activity is a Regulated Activity carried on by way of business in GMC, which licence or exclusion applies, and what the approved person and controller requirements are.
- Tax. The GMC tax treatment of a structure or payment under the Income Tax Act 2025, including withholding, the approval-based reliefs and advance rulings under s. 108.
- Reliance. Opinions are addressed to the instructing firm's client and, on request, to named lenders, arrangers, exchanges or counterparties. Reliance letters follow the same qualifications.
- Form. English, on the firm's letterhead, signed by a director of the firm, with assumptions, qualifications and the list of documents reviewed set out in full.
Fees and fee arrangements
- Agreed in writing first. Every instruction carries a written fee agreement before work starts: a fixed fee for a defined scope such as an opinion or a piece of advice, or an hourly basis for advisory and negotiation work, with an estimate.
- Who we invoice. The instructing firm, or the client directly, as you direct. Disbursements such as registry and regulator fees are passed through at cost.
- Referral fees and fee sharing. We do not pay referral fees for instructions and we do not ask for them. Where an instructing firm wishes to structure the engagement so that it bills the client for our work, we invoice the instructing firm and the arrangement follows the professional rules that bind the instructing firm in its home jurisdiction.
- Client money. Client money is held separately from the firm's own funds, and any unexpended advance is returned when the engagement ends.
Turnaround
- Conflict check and scope confirmation: within one to two business days of instruction.
- Opinions: the delivery date is fixed in the engagement letter. Urgent closings are accommodated where the documents are complete.
- Filings: advice given as soon as the client's documents are in order. Registry and regulator timing is theirs: GFSO targets in-principle approval for a licence within two to three months on average and a fund or foreign-manager no-objection within four weeks.
Confidentiality and the client relationship
- The client is the instructing firm's client. We do not market to referred clients and we do not act for them on other matters without the instructing firm's consent.
- Information received from an instructing firm is held under legal professional privilege as it applies in GMC and under the firm's confidentiality obligations, and is disclosed only as the engagement requires or the law compels.
- Where a GMC matter requires an information barrier between two engagements, we set it up in writing and confirm it to both instructing firms.
Who to contact
Tika R. Basnet, Basnet Law Pte. Ltd., Suite 413, Level 4, ChoeGo Building, Phendey Street, Gelephu Mindfulness City. Email basnet@basnetgmc.com, or the office at office@basnetgmc.com, telephone +975 77 96 16 48. Time zone: Bhutan Time, UTC+6.
Frequently asked questions
Can we rely on common law precedent when advising on a GMC contract?
The received common law and equity apply in GMC so far as suited to GMC circumstances and subject to GMC enactments (Application of Laws Act 2024, s. 3). GMC courts and practitioners can rely on common law precedents from any common law jurisdiction, so parties have a settled body of case law from the day the jurisdiction opened, and GMC courts have final adjudication under Article 1 of the Charter. Our opinion identifies any GMC enactment that displaces the received common law position, such as the Sale of Goods Act 2026 or the Unfair Contract Terms Act 2026 for contracts made on or after 15 June 2026.
Will GFSO consider our client's home regulator's view?
For a Non-GMC Firm, GFSO may have regard to any opinion notified to it by a Non-GMC Regulator, weighted by the nature and scope of that supervision (Financial Services Act 2025, s. 29(2) and (3)). Firms licensed in Singapore, the Abu Dhabi Global Market or Hong Kong use the accelerated review pathway, and fund managers from a Recognised Foreign Jurisdiction operate on a no-objection.
Can you act as the resident director or authorised representative?
These are statutory roles with personal responsibility (Companies Act 2025, ss. 145 and 370; Business Names Registration Act 2026, s. 11). We advise on filling them and discuss the arrangements case by case.
Do you give tax opinions?
Yes, on the Income Tax Act 2025, including withholding, the approval-based reliefs and advance rulings under s. 108.
Can our client sign the engagement with you directly while we stay lead counsel?
Yes. The engagement letter names the instructing firm as lead counsel and confines our scope to the GMC questions. Communications route through you unless you instruct otherwise.
Will you extend reliance on an opinion to a lender or an exchange?
Yes, to named addressees agreed in the engagement letter, on the same assumptions and qualifications. Reliance letters for later addressees are issued on request.
Do you share fees or pay for referrals?
No. We do not pay referral fees and we do not ask for them. Where the instructing firm bills the client for our work, we invoice the instructing firm and the arrangement follows the rules of your jurisdiction.
How do you handle a conflict that appears after work has started?
We stop, tell the instructing firm the same day, and either set up an information barrier in writing or withdraw from the later engagement. Work already delivered remains valid.
What do you need to open a file?
The names of the parties and their affiliates, the nature and value of the matter, the governing documents, the questions to be answered, the addressees, and the required delivery date.
You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.
References
- Royal Charter No. 1 of 2024, Art. 1
- Application of Laws Act 2024, ss. 3, 4, 5, 5A, 7, Schedules A to C
- Companies Act 2025, ss. 17 to 27, 23, 25, 25A, 25B, 145, 357 to 359, 368, 370
- Financial Services Act 2025, ss. 16, 27, 29; Schedule 1, Part 1 para. 3
- GEN Rulebook 2026, 5.2, 5.6; Fund Rulebook (Funds) 2026
- Income Tax Act 2025, ss. 43(1)(ba), 108
- Business Names Registration Act 2026, s. 11; Limited Partnerships Act 2026, s. 28; LLP Act 2026, s. 29
- Employment of Foreign Workforce Act 2025, ss. 5, 7
- Sale of Goods Act 2026, s. 63; Unfair Contract Terms Act 2026, s. 30
