This hub collects our guides to forming and running a legal entity in the Gelephu Mindfulness City Special Administrative Region (GMC). The governing statutes are the Companies Act 2025 (Law No. 1 of 2025, deemed in force from 26 December 2024) and the four 2026 Acts on LLPs, limited partnerships, general partnerships and business names, all administered through the Gelephu Corporate Registration Office (GCRO).

What this guide covers

The core rules are short. Any person, alone or with others, may form a company by subscribing to a constitution and complying with the registration requirements (Companies Act 2025, s. 17(1)). A company may be limited by shares, limited by guarantee or unlimited (s. 17(2)). A private company restricts share transfers and has no more than 50 members (s. 18(1)). A company must have at least one member (s. 20A), and its shares have no par value (s. 62A(1)). Every company must have at least one director ordinarily resident in GMC, meaning resident in GMC or holding a valid work visa or work pass (s. 145(1), (1A)). The Registrar may refuse registration (s. 20). The articles below explain how each rule works in practice.

In practice, the vehicles most commonly registered through GCRO are the private company limited by shares, the branch of a company, the public company limited by guarantee and the sole proprietorship, with the LLP and limited partnership Acts of 2026 adding further structures. Registration is US$2,000 for a private company or branch, US$500 for a guarantee company and US$250 for a sole proprietorship, takes about one week from complete documents, and since 1 November 2025 requires an empanelled Corporate Service Provider (CSP), except for Bhutanese sole proprietorships. Availability of each vehicle on the portal should be confirmed at the time of filing.

Entity choice

• Every Entity You Can Form in GMC: Companies, LLPs, Limited Partnerships, General Partnerships, Business Names, Trusts, Funds and Cell Companies — the taxonomy piece, with a decision tree across the Companies Act 2025 and the four 2026 Acts.
• GMC Limited Partnerships and LLPs for Funds, Family Capital and Professional Firms — the LP Act 2026 (limited partner safe harbours in s. 6 and the First Schedule) and the LLP Act 2026 (separate personality in s. 4, resident manager in s. 29), read with Income Tax Act ss. 36, 36A and 36C.
• Setting Up a Branch or Representative Office in GMC Instead of a Subsidiary — foreign company registration before establishing a place of business (Companies Act 2025, s. 368), the registered office and authorised representative (s. 370), and the GEN Chapter 9 Representative Office regime for financial firms.

Incorporation and substance

• How to Incorporate a Company in GMC: The Complete Filing-by-Filing Guide to the Gelephu Corporate Registration Office — formation (ss. 17–19), name reservation (s. 27), constitution requirements (s. 22) and the model constitution (ss. 36–37).
• One Director, One Shareholder, No Minimum Capital: The Real Substance Requirements for a GMC Company — s. 145, s. 62A, and where the real substance test sits: in the tax incentives and in GFSO's location-of-offices rule (GEN 4.5), not the Companies Act.
• The Dollar Jurisdiction — why every "$" in the Companies Act means United States dollars (s. 4A) and what that means for share capital.

Moving an existing company in

• Redomiciliation to GMC: Transferring an Existing Company Into the Gelephu Mindfulness City — a foreign corporate entity may apply to be registered as a company limited by shares (s. 358); the Registrar issues a notice of transfer of registration (s. 359(3)); deregistration evidence in the place of incorporation is due within 60 days (s. 359(6)); and registration "does not create a new legal entity" or affect the company's property, rights or obligations (s. 361(2)). The tax overlay is in Income Tax Act 2025, ss. 34G and 34H.

Capital, control and governance

• Share Capital Engineering in GMC — no par value shares (s. 62A), redenomination (s. 73), class rights (s. 74), own-share acquisition and treasury shares (ss. 76B–76K), and the solvency-statement route to capital reduction for private companies (s. 78B) versus court approval (s. 78G).
• Dual-Class and Weighted Voting Shares in GMC: Founder Control Under Section 64A — different voting rights for public companies, and entrenchment under s. 26A.
• Directors' Duties and Personal Liability in GMC — capacity (s. 23), ultra vires (s. 25), no constructive notice (s. 25A), directors' power to bind (s. 25B) and transactions with directors' associates (ss. 25C–25D).

Frequently asked questions

Can a single person own and run a GMC company?

Yes. A company must have at least one member (s. 20A), and where it has only one member, the sole director may also be the sole member (s. 145(1)). That director must be ordinarily resident in GMC.

Does "ordinarily resident" require Bhutanese citizenship?

No. Section 145(1A) treats a director as ordinarily resident if the director is resident in GMC or holds a valid work visa or work pass. A foreign founder with a work pass satisfies the rule.

What happens if the company has no resident director?

The Registrar may direct the members to appoint one (s. 145(7)), with fines for non-compliance (s. 145(8)). If a company carries on business without a resident director for more than six months, a member who knows of it becomes liable for the company's debts contracted after that period (s. 145(10)).

Is there a minimum share capital?

The Companies Act 2025 does not state one on its face, and shares have no par value (s. 62A). The minimum is US$1, higher for regulated activities or tax incentives. Capital for licensed financial firms is set separately by GFSO under the prudential rulebooks.

Does a partnership have to register?

The Partnership Act 2026 imposes no registration requirement itself, but a business name must be registered before trading (Business Names Registration Act 2026, s. 5), and an unregistered LP is treated as a general partnership (LP Act 2026, s. 10).

You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.

References

• Companies Act 2025, ss. 4A, 17, 18, 19, 20, 20A, 22, 23, 25–25D, 26A, 27, 36–37, 62A, 64A, 73, 74, 76B–76K, 78B, 78G, 145, 355–361, 368, 370
• Income Tax Act 2025, ss. 34G, 34H, 36, 36A, 36C
• Limited Liability Partnerships Act 2026, ss. 4, 28, 29
• Limited Partnerships Act 2026, ss. 6, 10, 28, First Schedule
• Partnership Act 2026, s. 1
• Business Names Registration Act 2026, ss. 5, 11
• GEN Rulebook 2026, 4.5, Ch. 9
• GCRO FAQ for GMCA Entities (3 June 2026, v0.2), Gelephu Corporate Registration Office