Launching a fund in the Gelephu Mindfulness City means two things at once: a vehicle registered with the corporate registry and a manager licensed by the financial regulator, with a set of fund tax exemptions whose approval windows close at the end of 2029. Basnet Law establishes fund vehicles in the Gelephu Mindfulness City Special Administrative Region (GMC) and licenses their managers with the Gelephu Financial Services Office (GFSO). We work from the Financial Services Act 2025, the Fund Rulebook and the fund exemptions in the Income Tax Act 2025. This page sets out how the regime works and how a fund launch runs with us.
How we help
- Select the vehicle: a GMC company under the Companies Act 2025, a limited partnership under the Limited Partnerships Act 2026, or an investment trust.
- Licence the manager for Managing a Collective Investment Fund and, where mandates are separate, for Managing Assets.
- Appoint and, if needed, licence the administrator and the trustee of an investment trust.
- Draft the constitution, limited partnership agreement, offering document and service agreements under the Fund Rulebook.
- Structure master-feeder and SPV arrangements with the three fund tax exemptions in view.
- Handle GFSO Approved Person filings and the In-Principle Approval conditions.
How GMC fund law works, in plain terms
Under the Financial Services Act 2025, a person manages a Collective Investment Fund when it is "legally accountable to the Unitholders" for the management of fund property under the fund's constitution, or when it "establishes, manages or otherwise operates or winds up" the fund. Fund administration is a separate activity covering dealing instructions, NAV calculation, the unitholder register, AML functions, reconciliation, treasury administration and financial statements. Acting as trustee of an investment trust means holding fund assets on trust for unitholders; an agent, employee or delegate of the trustee is excluded. Discretionary management of assets that include Financial Instruments or Virtual Assets is Managing Assets.
A fund manager applicant must show adequate resources, fitness and propriety, supervisability and compliance arrangements under the General Rulebook. A fund manager of a venture capital fund is not subject to PRU except for the professional indemnity insurance rule, and need not appoint a Finance Officer.
On tax, the Income Tax Act 2025 contains three fund exemptions that all turn on a fund being "managed in GMC by a fund manager": one for a company incorporated and resident in GMC, one for the partners of an approved limited partnership, and one for approved persons and master-feeder and SPV structures. Approvals under the first two may not be granted after 31 December 2029, and approvals under the third run to the same date. Outside the exemptions the 15% corporate rate applies, and partnership income is taxed at partner level.
Who this is for
- Managers launching a first GMC fund, whether venture, private equity, hedge or digital asset.
- Existing offshore managers adding a GMC-managed structure.
- Family principals converting a private portfolio into a regulated fund.
- Administrators and trustees seeking GMC permissions.
How an engagement runs
- Structure paper: vehicle, manager, administrator, trustee, and the permissions each one needs, agreed before anything is filed.
- Manager licence application to GFSO, including Approved Persons and the regulatory business plan.
- Fund documentation under the Fund Rulebook and the Limited Partnerships Act 2026 or the Companies Act 2025.
- Registration of the vehicle with the Gelephu Corporate Registration Office and any fund notification to GFSO.
- Tax: application for the fund exemption that fits the structure, prepared alongside the licence.
Frequently asked questions
Do I need a licence to manage a fund in GMC?
Yes. Managing a Collective Investment Fund is a Regulated Activity, and the Financial Services Act 2025 prohibits carrying it on by way of business in GMC without a Financial Services Licence. We prepare and lodge that application.
Which vehicle should a GMC fund use?
A company limited by shares, a limited partnership with a general partner and limited partners whose liability is capped at their contribution under the Limited Partnerships Act 2026, or an investment trust. The choice depends on investors, strategy and the exemption route, and we set it out in the structure paper.
Are the fund tax exemptions available?
Yes. The Income Tax Act 2025 provides three fund exemptions, each granted by approval. Their approval windows close on 31 December 2029, so the timing of the application matters, and we plan it for every fund we act for.
What is a "fund manager" for the tax exemptions?
Under the Income Tax Act 2025, a company holding a licence to carry on fund management under the written laws regulating the securities and derivatives industry, or one exempted from that licence. In practice this points to a GFSO-licensed manager, which is why we run the licence and the exemption planning together.
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.
