Buying or selling a company in the Gelephu Mindfulness City means working with a new statute book in which the routes beyond a simple share transfer, the squeeze-out threshold and the regulator's control tests are all fixed by law. Basnet Law Pte. Ltd. advises acquirers, sellers and investors on transactions involving GMC companies, from private share purchases to statutory amalgamations, schemes of arrangement and regulator-approved changes of control of Licensed Firms. This page explains the routes, the thresholds and how we run a deal from structure to completion.
How we help
- Share and business acquisition agreements under GMC law, with diligence on the GCRO registers and on charges filed under the Companies Act 2025.
- Statutory amalgamations, including the short-form procedure for group amalgamations.
- Schemes of arrangement with members or creditors.
- Compulsory acquisition of dissenting shareholders once the 90% threshold is reached.
- Substantial shareholding disclosure at 5%.
- Regulatory change of control of a Licensed Firm under the Financial Services Act 2025 and the GEN Rulebook 2026.
- Tax structuring under the Income Tax Act 2025: the share disposal exemption, qualifying amalgamations and group relief.
- Employee transfers on a business sale under the Employment Act 2025.
How GMC M&A law works, in plain terms
The Companies Act 2025 provides three statutory routes beyond a simple share transfer. First, two or more companies "may amalgamate and continue as one company", which may be one of them or a new company. The amalgamation proposal must state the terms, the amalgamated company's name and its registered office, and the amalgamation takes effect on the date in the notice of amalgamation. Second, a compromise or arrangement between a company and its members or creditors may be sanctioned through a court-ordered meeting. Third, where a scheme or contract to transfer all the shares of a class has been approved within 4 months by holders of not less than 90% of those shares, the transferee may within 2 months give notice to acquire the dissenting shareholders' shares.
Directors on both sides remain bound by their statutory duty: they "must at all times act and use reasonable diligence". Minority shareholders have the oppression remedy. Financial assistance by a public company, or by a company whose holding company is public, for the acquisition of its own shares is restricted.
Where the target is a Licensed Firm, the Financial Services Act 2025 lets the Regulator make Rules on when acquiring or increasing control requires prior approval or notification. The GEN Rulebook 2026 defines a Controller at 10% of the shares or voting rights in the Licensed Firm or its holding company. A buyer acquiring 50% or more of the voting shares, or day-to-day control, is not dealing in investments by doing so.
On tax, the Income Tax Act 2025 exempts gains on a disposal of shares where the conditions of the share disposal exemption (13W) are met, and a qualifying amalgamation has its own relief.
Who this is for
- Strategic and private equity buyers acquiring GMC companies.
- Founders selling a GMC business or bringing in investors.
- Groups reorganising GMC subsidiaries by amalgamation or scheme.
- Investors taking a 10% or greater stake in a GFSO Licensed Firm.
How an engagement runs
- Structure. Share sale, business sale, amalgamation or scheme, tested against the statutory routes and the tax position.
- Diligence. Corporate records, registered charges, employment and regulatory permissions, reported in a form the buyer can act on.
- Documents. SPA or amalgamation proposal, disclosure and warranties under GMC law.
- Approvals. GFSO change of control, shareholder resolutions and substantial shareholding notices, until every consent is in hand.
- Completion and integration. Registrar filings, post-completion notifications and group relief elections.
Frequently asked questions
Can I squeeze out minority shareholders in a GMC company?
Yes, where holders of not less than 90% of the shares subject to the offer accept within 4 months; the transferee may then give notice within 2 months to acquire the dissenters' shares, subject to the court's power to order otherwise. We run the notices and the timetable.
Is there a statutory merger procedure?
Yes. The Companies Act 2025 allows two or more companies to amalgamate and continue as one, with a short-form procedure for group amalgamations.
When do I need GFSO approval to buy into a Licensed Firm?
When you become a Controller, which the GEN Rulebook 2026 defines as holding 10% or more of the shares or voting rights in the firm or its holding company. The Regulator's Rules under the Financial Services Act 2025 set when prior approval or notification is required, and we map your stake against them before signing.
Is the gain on selling shares in a GMC company taxable?
The Income Tax Act 2025 exempts gains on the disposal of ordinary or preference shares where its conditions on ownership percentage and holding period are met (the 13W exemption). Outside those conditions, the general rules apply.
What happens to employees in a business sale?
The transfer does not terminate contracts of service; under the Employment Act 2025 they continue as if made with the transferee.
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.
