An investor entering the Gelephu Mindfulness City is dealing with a new jurisdiction: its own Charter, its own Acts, a received body of common law, incentive windows that close at the end of 2030 and a set of bodies, EDG, GCRO and GFSO, that each own a piece of the process. Basnet Law Pte. Ltd. is the first incorporated law firm in GMC. We advise international investors on entering GMC, from the choice of entity and the land and lease framework to tax incentives, financial licensing and staff mobility. This page explains what the law offers an investor and how we take a project from assessment to operation.
Our legal advisory
- Market-entry structuring: a subsidiary under the Companies Act 2025, a registered foreign company, a redomiciled company or, for financial firms, a Representative Office under the GEN Rulebook 2026.
- Advising on dealings with the Economic Development Group (EDG), which the Gelephu Mindfulness City Authority describes as a one-stop shop for land identification, lease guidance, incorporation, regulatory clearances and government coordination.
- Tax incentive applications: the founders company exemption and the strategic and development company rate of not less than 5% under the Income Tax Act 2025, both with approval windows closing 31 December 2030.
- Financial services entry, including the Regulator's approach to Non-GMC Firms under the Financial Services Act 2025 and the exclusion for Non-GMC Persons.
- Work passes for expatriate management under the Employment of Foreign Workforce Act 2025 and the resident-director requirement in the Companies Act 2025.
- Repatriation planning: withholding on interest, royalties and management fees, and relief under double taxation arrangements.
- Legal opinions on GMC law for boards, lenders and investment committees.
How GMC foreign investment law works, in plain terms
GMC is "a fully independent and autonomous region in the Kingdom of Bhutan" with executive, legislative and independent judicial authority under Royal Charter No. 1 of 2024. The GMC Authority may grant fiscal, customs and tariff benefits, licences and free trade arrangements, and its Acts are made under the Charter with Royal Assent. The legal system rests on the common law and equity of established common law jurisdictions as received, on the applied enactments listed in Schedule A to the Application of Laws Act 2024 and on the financial rulebooks listed in its Schedule B, overlaid by GMC's own Acts. Every "$" in GMC legislation is a US dollar.
Entity formation is open to foreign investors. "Any person may, whether alone or together with another person" form a company by subscribing to a constitution under the Companies Act 2025. One member is enough, shares have no par value and the Act sets no minimum paid-up capital on its face. The one substance rule is that at least one director must be ordinarily resident in GMC, and a valid work visa or work pass satisfies that. A foreign company may instead register a place of business with a registered office in GMC, or transfer its registration into GMC, with tax continuity provisions in the Income Tax Act 2025.
The tax regime is on the face of the statute: 15% on companies, 0% for non-citizen individuals on income derived on or before 31 December 2030, and two incentives granted on approval, the founders company exemption and the strategic and development company rate, each unavailable for new approvals after 31 December 2030. Financial services and virtual asset businesses need a Financial Services Licence from GFSO, and the Regulator may consider a home regulator's opinion when assessing a Non-GMC Firm.
The people follow the investment through the work pass regime. A foreign employee needs a valid work pass under the Employment of Foreign Workforce Act 2025, applied for by the employer, with pass categories, fees and levies set by regulations and Gazette orders rather than by the Act.
Who this is for
- Multinationals establishing a regional or holding presence.
- Investors in the eight priority industries listed by the GMC Authority.
- Financial institutions and digital asset firms seeking a licensed base.
- Family offices and entrepreneurs relocating capital and people.
How a legal advisory engagement runs
- Entry assessment. Sector fit, entity choice and incentive eligibility, in a short written recommendation.
- EDG and regulator engagement. Advice on introductions, land and lease guidance, and GFSO pre-application meetings where relevant.
- Formation and registration. Advice on the constitution and the resident director requirements.
- Incentives and licences. Advice on applications for the founders company exemption or the strategic and development company rate, and any Financial Services Licence.
- Mobilisation. Work passes, bank account support and ongoing outside counsel once you are operating.
Frequently asked questions
Can a foreign investor own 100% of a GMC company?
The Companies Act 2025 permits any person to form a company and does not, on its face, impose foreign ownership limits. Sector licensing may add conditions, and we confirm these per project.
What tax incentives are available?
A founders company exemption for a founders industry, and a strategic and development company concessionary rate of not less than 5%. Neither can be approved after 31 December 2030, so we build the application timetable around that date.
Do I need a local partner or director?
No local partner is required by the Act. You need at least one director ordinarily resident in GMC, which includes a holder of a valid work visa or work pass, and we advise on the practical routes to that.
Is there an investment approval body?
EDG acts as the one-stop shop for land, incorporation and regulatory clearances. Corporate registration is through GCRO and financial licensing through GFSO. We advise on all three strands of the entry.
Are fees and processing times published?
Registration fees are prescribed by regulation and licence fees by GFSO. We confirm current figures before you commit.
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.
