When a bank, exchange, clearing house or trading counterparty deals with a GMC company, it will usually ask for a local counsel opinion before it lends, onboards or signs. GMC is a new jurisdiction with no body of decided cases yet, so the opinion has to be reasoned from the statutes and the received common law, and it has to be given by a firm that is in GMC. Basnet Law Pte. Ltd. is the first incorporated law firm in GMC. We issue capacity, authority, execution and enforceability opinions on GMC-incorporated entities and on the choice of GMC law, under the Companies Act 2025, the Application of Laws Act 2024 and the Unfair Contract Terms Act 2026. This page explains what those opinions cover and how one is produced.
Our legal advisory
- Confirm due incorporation and good standing from the Gelephu Corporate Registration Office (GCRO) records.
- Opine on corporate capacity under the Companies Act 2025 and on any restriction of capacity in the constitution.
- Opine on the authority of directors to bind the company and on the absence of constructive notice of the constitution.
- Confirm due execution, including deeds signed without a seal.
- Opine on the validity of a GMC governing-law clause and the content of GMC law, including the common law received under the Application of Laws Act 2024, and address the Unfair Contract Terms Act 2026.
- Provide regulatory status confirmations for Licensed Firms and issue reliance letters to exchanges, custodians and lenders on agreed terms.
How a GMC legal opinion works, in plain terms
A GMC company has "full capacity to carry on or undertake any business or activity, do any act or enter into any transaction" under the Companies Act 2025. The constitution may restrict that capacity, so an opinion must review it. Even where a restriction exists, no act is invalid "by reason only" of lack of capacity; lack of capacity may only be raised in a limited list of proceedings the Act sets out.
On authority, the Act provides that "in favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company's constitution". The counterparty is not bound to enquire and is presumed to act in good faith unless the contrary is proved. The Act abolishes constructive notice: a person is not deemed to know the constitution merely because it is registered or available at the registered office. That protection is qualified for transactions with directors or their associates, which an opinion must carve out or verify.
On execution, a deed may be executed without a common seal by a director and secretary, by two directors, or by one director before an attesting witness, and takes effect as if sealed.
On governing law, the Application of Laws Act 2024 applies the received common law and equity of established common law jurisdictions in GMC so far as suited to its circumstances and subject to GMC enactments. The Unfair Contract Terms Act 2026 does not apply to international supply contracts, but it does apply despite a foreign governing law where the choice of that law appears imposed to evade it. We do not cite decided GMC cases; opinions are reasoned from the statutes and the received common law.
Who this is for
- Lenders taking security from, or lending to, a GMC borrower or guarantor.
- Exchanges, clearing members, prime brokers and digital asset platforms onboarding a GMC entity.
- Counterparties to master, supply or licensing agreements with a GMC party.
- International law firms needing a local-law input to a multi-jurisdictional opinion.
How a legal advisory engagement runs
- Scope: we agree the addressees, the documents, the assumptions and the qualifications, so there are no surprises at signing.
- Diligence: we review the GCRO file, the constitution, the resolutions and the signatory evidence.
- Regulatory check: for Licensed Firms, we confirm the Financial Services Permission and any conditions attached to it.
- Draft and settle: we issue a draft, take comments from the addressee's counsel and finalise.
- Reliance: we issue the executed opinion with reliance and bring-down terms as agreed.
Frequently asked questions
Can a GMC company's constitution limit its capacity?
Yes. But a transaction is not invalid merely for lack of capacity, and counterparties dealing in good faith are protected by the Act's authority provisions. The opinion reports any restriction found.
Does the counterparty need to check the constitution?
Not for authority purposes: the Act states that a person dealing with the company is not bound to enquire, and it removes constructive notice. We still review it as part of diligence.
Is a GMC governing-law clause effective?
GMC has its own statutes and receives the common law and equity of established common law jurisdictions under the Application of Laws Act 2024, so a GMC law clause selects an identifiable body of law. We opine on its content and on the mandatory GMC rules that override the choice.
Do you opine on foreign law?
No. Our opinions are confined to the law of GMC, and to matters on the public record or covered by stated assumptions.
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.
