Registering a company in the Gelephu Mindfulness City is a documentary process run through a single portal, and since 1 November 2025 it can only be started through an empanelled Corporate Service Provider. We give legal advice on forming a company in GMC. The application itself is filed with GCRO by a GMCA-empanelled CSP. This page explains what the Registrar needs and how we advise a company through it.
Our legal advisory
- Assess fit with GMC's priority sectors and prepare the business case for GMCA review
- Advise on entity type, shareholding, directors and structure under the Companies Act 2025
- Draft the constitution, or advise on adopting the model constitution
- Advise on the incorporation, subscriber and director requirements
- Advise on legal questions throughout the incorporation process
- Advise on post-incorporation obligations, officer changes, annual compliance and sector licences (including GFSO)
How GMC company registration works, in plain terms
The Companies Act 2025 is administered by the GMC Authority, and the designated officer appoints the Registrar of Companies. Registration is a documentary process. A person seeking incorporation must submit the constitution and the prescribed documents, state the last day of the first financial year, and pay the prescribed fee. Either a registered qualified individual engaged in the formation or a person named as director or secretary must declare that all requirements have been met and that the identities of subscribers and officers have been verified; the Registrar "may accept such declaration as sufficient evidence".
On receipt, the Registrar must register the company by registering its constitution and issue a notice of incorporation stating the company type and, where applicable, that it is a private company. For a private company, members are entered in the electronic register of members kept by the Registrar.
Two safeguards apply to the process. The Registrar must not register unless satisfied that all requirements have been complied with, and must refuse where the company is likely to be used for an unlawful purpose or would be contrary to national security or interest. On names, the Registrar must refuse a name that is undesirable, identical to an existing company, LLP, LP or business name, identical to a reserved name, or of a kind directed not to be accepted.
Registration fees and processing times are set by the Registrar and by regulations. GCRO's periodically updated FAQ gives the current GCRO government fees: private company limited by shares US$2,000 registration and US$2,000 annual renewal; public company limited by guarantee US$500/US$250; branch US$2,000/US$2,000; sole proprietorship US$250/US$125; special UEN US$3,000 one-time; about one week from complete documents. Empanelled CSP fees and our legal fees are separate. Since 1 November 2025 a GMCA-empanelled Corporate Service Provider (CSP) has been mandatory for every new incorporation.
Who this is for
- Foreign parents forming a GMC subsidiary and wanting the formation documents right the first time.
- Founders who have chosen GMC and need a registered entity before a lease, licence or bank account.
- Overseas counsel who need GMC legal advice on a formation.
- Existing GMC companies that need legal advice on overdue or incorrect filings.
How a legal advisory engagement runs
- Engagement: advice on the identity and ownership requirements for every subscriber and officer.
- Advice on the company name rules and constitution sign-off.
- Legal advice on any legal questions the Registrar raises.
- Review of the notice of incorporation and, where wanted, the certificate of confirmation.
- Advice on the compliance calendar and registered office arrangements, so the company starts its first year in order.
Frequently asked questions
What is the GCRO?
The Gelephu Corporate Registration Office is the digital portal through which GMC entities are registered and filed. Its process runs: expression of interest; acceptance and login; CSP selection; particulars and documents; fee payment by card (Stripe) or BTN (RMA gateway); then the certificate of incorporation, the certificate of registered business name and the unique entity number.
Who can sign the incorporation declaration?
The Companies Act 2025 allows either a registered qualified individual engaged in the formation, or a person named in the constitution as a director or secretary, to make the declaration. We advise on what the declaration must cover.
Do I need a registered office before filing?
Yes. From the date of incorporation a company must have a registered office in GMC to which notices may be addressed. Default is an offence with a fine of up to $5,000 (US dollars) plus a default penalty. The address must be filed through the company's account within one month; the earlier waiver ended on 30 April 2026.
Can the Registrar reject my application?
Yes, where the requirements are not met or on unlawful-purpose or national-security grounds. A refusal on those grounds may be appealed to the designated officer within 30 days, and we prepare the appeal.
Is the register of members public?
For private companies the Registrar keeps an electronic register of members. Residential addresses of officers are excluded from public inspection under the Act.
How long does registration take and what does it cost?
The Act delegates fees to regulations and does not fix a timeline. The GCRO government fee is US$2,000 for a private company and the time about one week from complete documents. Empanelled CSP fees and our legal fees are separate. Later corporate actions are lodged within 14 days, take effect when the Registrar updates the Electronic Register, and are requested by email with the subject "[UEN], [Desired Corporate Action], [Company Name]".
Basnet Law Pte. Ltd. is a law firm. It is not a GMCA-empanelled corporate service provider (CSP).
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.
