Investors lose more time to missing documents than to any regulator. This checklist sets out, stage by stage, what the Gelephu Corporate Registration Office, the Gelephu Financial Services Office, DK Bank, the Economic Development Group and the tax authority ask for, and the decisions that have to be made before each filing. Work through it before the first meeting and the process runs on the regulator's timeline rather than on the time it takes to find a passport copy. Basnet Law Pte. Ltd., the first law firm incorporated in GMC, prepares every item below as part of a single coordinated engagement.
In short
- Six stages: the decisions, the expression of interest, incorporation, the licence (if any), the bank account and premises, and the people and tax approvals.
- Most documents are reused across stages. Prepare one certified set of identity, corporate and source-of-funds documents and every office accepts it.
- The decisions that matter most are made before anything is filed: the priority industry, the structure, the resident director and whether a Regulated Activity is involved.
Stage 1: the decisions
- Priority industry. Which of the eight applies: Spiritual; Health and Wellness; Education and Knowledge; Agri-Tech and Forestry; Green Energy and Technologies; Finance and Digital Assets; Aviation and Logistics; Tourism.
- Legal structure. Private company, public company, branch or representative office, LLP, limited partnership, trust, fund or variable capital company, family office, or a redomiciled company.
- Ownership and control. Who the shareholders and beneficial owners are, in what proportions, and through which intermediate entities.
- Resident director. Who will be the director ordinarily resident in GMC under section 145 of the Companies Act 2025, and where the registered office will be.
- Regulated activity or not. Whether any revenue line is a Regulated Activity under Schedule 1 of the Financial Services Act 2025. If the answer is not an immediate no, a written perimeter opinion comes first.
- Timing. When the business needs to be operating, which fixes the order of the licence, the bank account and the premises.
Stage 2: the expression of interest
- Business plan: what the business does, its customers and markets, its revenue model and its fit with the priority industry.
- Group structure chart showing every entity and individual up to the ultimate beneficial owners.
- Certified passport copies and proof of address for each individual shareholder, director and beneficial owner.
- Certificate of incorporation, constitution, register of directors and register of members for each corporate shareholder, certified and, where required, apostilled.
- Source of funds and source of wealth statement with supporting evidence: audited accounts, bank statements, sale agreements or equivalent.
- Curriculum vitae of each director and key manager.
- Capital and investment plan: the amount to be invested, the timing and the use of funds.
- Employment plan: the number of foreign and local staff and the roles.
- Any regulatory licences held elsewhere and any regulatory history.
Stage 3: incorporation with the Gelephu Corporate Registration Office
- Appointment of an empanelled corporate service provider, mandatory since 1 November 2025.
- Name reservation and the proposed constitution under the Companies Act 2025, sections 17 to 27.
- Consent to act from each director, including the director ordinarily resident in GMC.
- Registered office address in GMC.
- Share capital, share classes and the initial allotments. There is no minimum capital.
- Shareholders' agreement where there is more than one shareholder.
- For a branch or representative office: the foreign company's documents and the appointment of an authorised representative under section 370.
- For a redomiciliation: the home jurisdiction's consent to transfer, solvency confirmation and the documents required under Part 10A, sections 357 to 359.
Stage 4: the GFSO licence, where the activity is regulated
- Business model presentation for the first meeting: activities, clients, products, jurisdictions, technology and controls.
- Application under section 27 of the Financial Services Act 2025 and GEN 5.2 with the regulatory business plan, three-year financial projections and the capital calculation against the prudential rulebook.
- Approved Person applications under GEN 5.6 for directors, senior executives, the compliance officer and the money laundering reporting officer.
- Compliance manual, AML and counter-terrorist financing policy, risk assessment, client onboarding procedures, complaints procedure and outsourcing policy.
- Governance documents: board composition, committees, head-office arrangements and mandatory appointments under the GEN Rulebook 2026.
- Evidence of home-regulator licence and supervisory record for the accelerated review pathway, where the applicant is licensed in an established financial centre.
- For funds and managers: the Fund Rulebook documents and, for a Recognised Foreign Jurisdiction manager, the no-objection request.
- The in-principle approval conditions to close before licence issue: incorporation, capital paid in, office lease, staff in place, bank account open.
Stage 5: bank account and premises
- DK Bank onboarding: the group chart, the certified identity and corporate documents, the source-of-funds file, the business plan and, for a financial services or digital asset firm, the perimeter opinion and the licence or in-principle approval.
- Signatory mandates and, for a digital asset business, the custody and treasury policy the bank will ask to see.
- Premises: office lease in GMC for the registered office and, where the business needs it, a long-term land lease through the Economic Development Group with the site plan, the intended use and the environmental and planning clearances.
Stage 6: people and tax
- Work pass applications under the Employment of Foreign Workforce Act 2025 for each foreign employee and founder: passport, qualifications, employment contract, medical and the employer's declaration.
- Employment contracts and policies under the Employment Act 2025.
- Digital Nomad Visa applications for remote contributors who will spend time in GMC.
- Founders company or strategic and development company application under the Income Tax Act 2025, with the investment and employment commitments the approval turns on. No new founders company approvals after 31 December 2030.
- Advance ruling request under section 108 where the tax treatment of a transaction or a structure should be fixed in advance.
- Fund, family office or manager exemption applications under sections 13O, 13OA and 13U where a fund vehicle is used.
- Registration for tax and, where applicable, the customs registrations under the Customs Act 2025 and the applied sales tax laws.
The one file that serves every office
Prepare a single certified set and keep it current: passports and proof of address for every individual; incorporation documents, constitutions and registers for every corporate shareholder; the group structure chart with beneficial ownership percentages; the source-of-funds and source-of-wealth file; the business plan; and the curricula vitae of the directors and key managers. GCRO, GFSO, DK Bank and the Economic Development Group each ask for the same set with small variations, and having it ready is the difference between a process measured in weeks and one measured in months.
Frequently asked questions
What documents do I need to register a company in GMC?
A business plan and an expression of interest for GCRO, certified identity and address documents for every individual, incorporation documents for every corporate shareholder, a group structure chart, a source-of-funds statement, the constitution, consents from the directors including the director ordinarily resident in GMC, and a registered office address. Incorporation is filed through an empanelled corporate service provider.
Do the documents need to be apostilled?
Foreign corporate documents are generally required in certified form, and apostilled where the issuing jurisdiction is party to the Hague Convention. We confirm the requirement for each document before it is prepared so nothing is certified twice.
How long does the whole process take?
The expression of interest and incorporation depend on the completeness of the file. GFSO targets in-principle approval within two to three months on average and a fund no-objection within four weeks. Bank onboarding runs in parallel. With the file prepared in advance, the stages overlap rather than queue.
Can I start before the licence is issued?
Incorporation, the bank application, the premises and the work pass applications can all proceed on the in-principle approval. Carrying on a Regulated Activity before the licence is issued is prohibited by section 16 of the Financial Services Act 2025.
What if my business is not in a priority industry?
Describe it in the expression of interest. GCRO assesses fit, and many businesses serve a priority industry even if they are not obviously within it. We advise on how the business is presented before the file is submitted.
You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.
