A Financial Services Licence in the Gelephu Mindfulness City is won or lost on how well the application is scoped, evidenced and sequenced against the regulator's own steps, long before anyone reads the business plan. The Gelephu Financial Services Office (GFSO) is the independent regulator of all financial services and virtual asset activities in the Gelephu Mindfulness City Special Administrative Region (GMC). Basnet Law advises on applications for a Financial Services Licence, through to the In-Principle Approval conditions. This page sets out what the licence requires and how we advise on the application.
Our legal advisory
- Map your business model to the Regulated Activities and identify available exclusions.
- Advise on the initial GFSO meeting and the business model presentation.
- Draft the regulatory business plan and the compliance, AML and systems-and-controls documentation GFSO tests.
- Advise on the prescribed application form, the controller information and the Approved Person applications for each Controlled Function.
- Advise on the design of the governance structure so that the mandatory appointments are filled and the residency requirements are met.
- Advise on the legal requirements for the GMC applicant entity, including head office and registered office in GMC.
- Advise on the In-Principle Approval conditions: incorporation, bank account, capital injection, office and staff.
- Advise on post-licence variations of scope and change of control.
How GFSO licensing works, in plain terms
The Financial Services Act 2025 sets the General Prohibition: "No person may carry on a Regulated Activity by way of business in GMC, or purport to do so" unless it is a Licensed Firm or an Exempt Firm. A Licensed Firm is a firm holding a Financial Services Licence from GFSO. An activity is carried on "by way of business" if it constitutes a business, the person holds itself out as willing to engage in it, or regularly solicits others to do so.
An application may be made by a body corporate or a partnership. GFSO must ensure the applicant will satisfy the Threshold Conditions and may grant the licence for the activities applied for, narrower or wider ones, subject to conditions.
The GEN Rulebook requires an applicant to demonstrate that it has adequate and appropriate resources, including financial resources; is fit and proper; is capable of being effectively supervised; and has adequate compliance arrangements. It also lists what GFSO weighs, including the business plan, liquidity, group membership, the fitness of the governing body and controllers, and any matter that may harm the integrity of GMC. A GMC-incorporated Licensed Firm must have its head office and registered office in GMC.
GFSO publishes a seven-step process: initial contact and meeting; business model presentation; application and non-refundable fee; review and interviews; In-Principle Approval with preconditions; fulfilment of conditions including incorporation, bank account and capital; and issue of the Financial Services Licence. Capital requirements are set in the prudential rulebooks (PRU, PIN) and application fees by GFSO; we confirm current figures at engagement.
Who this is for
- Asset managers, fund managers and advisers establishing a regulated GMC presence.
- Brokers, dealers and trading venues, including virtual asset businesses.
- Banks, payment firms and insurers assessing GMC as a licensed base.
- Existing licensees elsewhere seeking a second, USD-denominated regulated entity.
How a legal advisory engagement runs
- Perimeter analysis: which Schedule 1 activities apply and whether any exclusion removes the need for a licence, so you apply for the right thing.
- Regulatory business plan, financial projections and governance design against the GEN Rulebook assessment tests.
- Advice on preparing for the GFSO initial meeting and business model presentation.
- Advice on the application, Approved Person filings, interviews and information requests.
- In-Principle Approval: we advise on the bank, capital, premises and incorporation conditions through to licence issue.
Initial licence discussions and DNFBP registration are handled directly by GFSO.
Frequently asked questions
Who can apply for a Financial Services Licence?
A body corporate or a partnership. Insurers and investment trust trustees must be bodies corporate. We confirm the right applicant vehicle before you file.
Which individuals must be approved?
A Senior Executive Officer, a Compliance Officer and a Money Laundering Reporting Officer at all times, plus a Finance Officer for banks and insurers. Each is a Controlled Function needing GFSO approval, and we advise on the approval filings.
Must senior staff live in GMC?
The Senior Executive Officer, Compliance Officer and MLRO must be resident in GMC or Bhutan. GFSO may waive residency for the Compliance Officer or MLRO in appropriate cases, and we advise on whether a waiver case fits.
Can GFSO grant a licence for activities I did not apply for?
Yes. GFSO may specify a narrower or wider description of Regulated Activity, or add one not applied for.
Do I need to incorporate before applying?
The published process places incorporation among the In-Principle Approval conditions, so the entity is typically formed once GFSO has indicated approval in principle.
What if my circumstances change during review?
The applicant must inform GFSO in writing without delay of any material change relevant to the application, and we advise on those notifications.
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.
