Testing the Gelephu Mindfulness City through a branch or a marketing office avoids incorporating a subsidiary, but each route carries its own registration rules and, for a branch, personal liability for the local representative. A foreign company can operate in Gelephu Mindfulness City without incorporating a subsidiary, by registering under Division 2. A foreign-regulated financial institution may instead seek a Representative Office licence under the GEN Rulebook. Basnet Law handles both routes from Gelephu. This page explains what each involves and how we register it.
How we help
- Assess whether the planned activity amounts to "carrying on business" in GMC, or falls within the list of activities that do not.
- Prepare and lodge the registration documents the Companies Act 2025 requires, including certified constitutional documents, the list of directors and the notice of authorised representatives.
- Supply or appoint authorised representatives resident in GMC or holding a valid work visa or work pass, as the Act requires, and establish the registered office.
- Manage post-registration filings: changes within 30 days, annual financial statements and cessation notices within 7 days.
- For financial institutions, prepare the Financial Services Licence application to operate a Representative Office under the GEN Rulebook and evidence home-regulator awareness.
- Advise on business name registration under the Business Names Registration Act 2026.
How GMC branch registration works, in plain terms
Division 2 applies to a foreign company that "establishes a place of business or carries on business in GMC" or intends to. "Carrying on business" includes administering or dealing with property in GMC as agent or trustee, but a foreign company is not carrying on business merely because it holds board meetings, maintains a bank account, sells through an independent contractor, invests funds or conducts an isolated transaction completed within 31 days.
Before establishing a place of business, the foreign company must lodge a defined set of documents: its name and home registered office, a certified certificate of incorporation, its constitution where registrable at home, a list of directors, a notice naming one or more authorised representatives "resident in GMC or who hold any valid work visa or work pass", a consent statement from each, notice of the GMC registered office, and the latest audited head office accounts where home law requires them. The Registrar must refuse registration where the company is likely to be used for an unlawful purpose.
The authorised representative is answerable for everything the company must do under the Act and "shall be personally liable to all penalties imposed on the company" unless the court relieves him or her. A registered foreign company may hold immovable property in GMC. Financial statements must be lodged within the prescribed period, and the company must state its name and place of incorporation on all letterheads and notices. A registered foreign company is exempt from business name registration under the Business Names Registration Act 2026, and the Registrar must refuse a business name to an unregistered one.
In practice, GCRO registers branches through the same portal process as incorporations: Expression of Interest, CSP selection, documents, fee, then certificate and UEN. The registration fee is US$2,000 with US$2,000 annual renewal, the timeline about one week from complete documents, and no paid-up capital is required. GCRO treats a Bhutanese company registered with the Corporate Regulatory Authority as a "foreign company" for this purpose, and the transitional waiver of the resident authorised representative requirement ended on 30 April 2026.
For financial firms, the GEN Rulebook provides a separate route. An application to Operate a Representative Office may be made only by a person incorporated and regulated by a non-GMC financial services regulator, and the activity must be limited to marketing. The Schedule 1 activity the GEN Rulebook cites for this is marked "not in use" in the Financial Services Act 2025 text, so we confirm the availability and scope of this route with GFSO at engagement.
Who this is for
- International groups testing the GMC market before committing to a subsidiary.
- Contractors and consultancies performing a GMC project through the parent entity.
- Asset managers and banks regulated abroad that want a marketing presence in GMC without a full licence.
- Foreign companies that need to hold a GMC lease or property in their own name.
How an engagement runs
- Activity analysis: we test the proposed activity against the carrying-on-business rules and, for financial firms, Schedule 1 of the Financial Services Act 2025.
- Documents: we obtain certified home-jurisdiction documents and translations where needed.
- Appointments: we appoint the authorised representative and establish the registered office.
- Lodgement: we file the branch documents with GCRO and, where relevant, the Representative Office application with GFSO.
- Compliance calendar: we diarise the change, financial-statement and cessation obligations and the company's tax filings.
Frequently asked questions
Does a branch have separate legal personality?
No. A registered foreign company remains the same legal person as its home entity, and liabilities incurred in GMC are its own.
Who can be the authorised representative?
A natural person resident in GMC or holding a valid work visa or work pass; GCRO accepts any employee with a GMCA employment pass or a Bhutanese citizen. The person bears personal liability for penalties, so the appointment should be documented and indemnified, which we handle.
Can a Representative Office give advice or execute trades?
No. Its activity must be limited to marketing; any other Regulated Activity breaches the Financial Services Act 2025.
What happens when the branch closes?
Notice must be lodged within 7 days of ceasing to have a place of business in GMC, after which the obligation to lodge further documents ceases. We file it and close the compliance calendar.
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.
