Retail, Distribution & Consumer Goods

Retail and distribution in the Gelephu Mindfulness City are governed by the general framework rather than a sector statute, and the framework is now specific. Any person may form a company under the Companies Act 2025 with one member, one director ordinarily resident in GMC and a registered office in the city, and a foreign company may instead register a branch before it establishes a place of business. Goods reach GMC under the Customs Act 2025: duty attaches on entry into the customs territory at rates set by Gazette order, dutiable goods arriving by air or road are first deposited in a free trade zone, licensed warehouses defer duty, unused goods re-exported within six months qualify for drawback, and Bhutan's sales tax and tariff classification apply through the Application of Laws Act 2024. Consumer sales made from 15 June 2026 fall under the Sale of Goods Act 2026, which implies conditions of title, description, satisfactory quality and fitness, and the Unfair Contract Terms Act 2026, under which the description, quality and fitness terms cannot be excluded against a consumer and standard terms are enforceable against a business only where reasonable. Electronic marketing is governed by the Spam Control Act 2007 and customer data by the Personal Data Protection Act 2012, both applied by reference. Business name registration confers no property right in a name, so brand protection rests on company name registration and contract. The company rate is 15% under the Income Tax Act 2025.

Basnet Law Pte. Ltd. advises brands, distributors and retailers on entity or branch formation, distribution, agency and franchise agreements under GMC law, consumer-facing standard terms drafted to the 2026 Acts, customs, warehousing and drawback, marketing and data compliance under the applied Acts, brand and name protection, work passes, and disputes.