Every Entity You Can Form in GMC: Companies, LLPs, Limited Partnerships, Partnerships, Business Names, Trusts, Funds and Cell Companies

Summary

• GMC offers a complete menu of business vehicles under the Companies Act 2025, the LLP Act 2026, the Limited Partnerships Act 2026, the Partnership Act 2026, the Business Names Registration Act 2026 and the Financial Services Act 2025.
• All registrations run through the Gelephu Corporate Registration Office (GCRO), the "one-stop digital service portal for business registration, filing and information".
• Companies may be limited by shares, limited by guarantee or unlimited (Companies Act 2025, s. 17(2)); a private company needs one member (s. 20A), one resident director (s. 145(1)) and a registered office in GMC (s. 142).
• LLPs have separate legal personality (LLP Act 2026, s. 4) and need at least two partners and a resident manager (ss. 28–29). Limited partnerships need a general partner with unlimited liability and limited partners who stay out of management (Limited Partnerships Act 2026, ss. 3, 6).
• Funds, investment trusts and cell companies sit under the Financial Services Act 2025 and the GEN Rulebook 2026, and need GFSO involvement.
• Tax follows form: companies pay 15% (Income Tax Act 2025, s. 43(1)(a)); partnerships, LLPs and limited partnerships are transparent (ss. 36, 36A, 36C).

The menu at a glance

GCRO is the Gelephu Corporate Registration Office, "the Authority" under the Companies Act 2025 (s. 4); GFSO is the Gelephu Financial Services Office, "the Regulator" under the Financial Services Act 2025.

What GCRO registers. The vehicles most commonly registered through GCRO are the private company limited by shares, the branch of a company (foreign or GMC-incorporated, and "foreign" includes a Bhutanese entity registered with the Corporate Regulatory Authority of Bhutan), the public company limited by guarantee, and the sole proprietorship (Bhutanese sole proprietorships need no Corporate Service Provider). Published registration fees are US$2,000 for a private company or branch, US$500 for a guarantee company and US$250 for a sole proprietorship. The LLP, LP, Partnership and Business Names Acts add the partnership and business-name vehicles to that list.

Companies under the Companies Act 2025

Any person, alone or with others, may form a company by subscribing to a constitution and registering it (s. 17(1)). A company may be limited by shares, limited by guarantee or unlimited (s. 17(2)).

Private company. A company with a share capital may be a private company if its constitution restricts share transfers and limits members to 50, not counting employees (s. 18(1)). Its name must include "Private" or "Pte." before "Limited" or "Ltd." (s. 27(8)–(9)). An exempt private company is a private company with no corporate shareholder and not more than 20 members (s. 4).

Public company. Any company that is not private (s. 4). Public companies may issue shares with different voting rights (s. 64A).

Company limited by guarantee. Members undertake to contribute a specified amount on winding up (s. 22(1)(c)). Section 29 allows a not-for-profit company with public-interest objects to omit "Limited" from its name with the Registrar's approval. An unlimited company (s. 22(1)(d)) is also available.

Common features: at least one member (s. 20A); at least one director "ordinarily resident in GMC", which includes a holder of a valid work visa or work pass (s. 145(1), (1A)); a registered office in GMC (s. 142); a secretary resident in GMC unless waived (s. 171(1), (1AAA)); no-par-value shares (s. 62A); and a non-public register of controllers from incorporation (s. 386AF(1A), (11)). (See our guide to how to incorporate a company in GMC.)

The 20-person rule. No company, association or partnership of more than 20 persons may be formed to carry on a business for gain unless registered as a company or formed under another written law (s. 17(3)); professional partnerships are excepted (s. 17(4)).

Foreign companies and redomiciled companies

Branch registration. A foreign company that establishes a place of business or carries on business in GMC must register under Part 11, Division 2 before it does so (ss. 365, 368). The filing includes certified copies of its certificate of incorporation and constitution, a list of directors, one or more authorised representatives who are resident in GMC or hold a valid work visa or work pass, and notice of the GMC registered office (s. 368(1)). A firm regulated abroad may also apply to GFSO to Operate a Representative Office under GEN Chapter 9 (r. 9.2), which is a regulatory status rather than a separate entity.

Transfer of registration. A body corporate incorporated outside GMC may instead transfer its registration to GMC and become a company limited by shares under Part 10A (ss. 355–364A). The transfer "does not create a new legal entity" and does not affect the entity's property, rights, obligations or proceedings (s. 361(2)). The Income Tax Act 2025 sets the tax treatment in ss. 34G and 34H. (See our guide to redomiciliation to GMC.)

Limited liability partnerships

The LLP Act 2026 creates a body corporate with separate legal personality and perpetual succession (s. 4). Its obligations are solely its own; a partner is not personally liable except for the partner's own wrongful act (s. 12). Each partner is an agent of the LLP (s. 13).

Formation requires two or more persons carrying on a lawful business with a view to profit (s. 18), a registration statement (s. 19) and a name ending "limited liability partnership" or "LLP" (s. 22). Ongoing requirements: at least two partners (s. 28); at least one manager who is a natural person aged 18 or over and ordinarily resident in GMC (s. 29); an annual declaration of solvency every 15 months (s. 30); a registered office in GMC (s. 32); changes filed within 14 days (s. 34); and a register of controllers under Part 6A. An existing firm or private company can convert into an LLP (ss. 26–27).

For tax, an LLP is transparent: its activities are treated as carried on by its partners (Income Tax Act 2025, s. 36A(1)).

Limited partnerships

The Limited Partnerships Act 2026 provides for one or more general partners with unlimited liability and one or more limited partners whose liability is capped at their agreed contribution (s. 3). The central rule is s. 6: a limited partner must not take part in management, and one who does becomes liable as a general partner. The First Schedule lists safe-harbour activities that do not count as management, including advising, investigating accounts, attending meetings and voting on dissolution, asset sales, admission of partners and investments.

Registration is lodged by a general partner with GCRO (ss. 9, 11); an unregistered LP is treated as a general partnership (s. 10). If every general partner is resident outside GMC without a valid work visa or pass, the Registrar may require a local manager who bears the general partner's obligations (s. 28).

For tax, references to a partnership include a limited partnership (Income Tax Act 2025, s. 36C(1)), with limits on a limited partner's deductions (s. 36C(3)). Section 13OA exempts partners of a limited partnership managed by a GMC fund manager. (See our guide to GMC limited partnerships and LLPs for funds.)

General partnerships

The Partnership Act 2026 defines partnership as "the relation which subsists between persons carrying on a business in common with a view of profit" (s. 1). There is no registration under the Act itself; the business name is registered under the Business Names Registration Act 2026.

Every partner is an agent of the firm (s. 5). Partners are jointly liable for the firm's debts (s. 9) and jointly and severally liable for wrongful acts in the ordinary course (ss. 10, 12). The default rules in s. 24 apply unless the partnership agreement says otherwise. Partners are taxed on their shares (Income Tax Act 2025, s. 36(1)).

Business names: sole proprietors and firms

The Business Names Registration Act 2026 applies to all persons carrying on business in GMC (s. 3A). A person must register both the person and the business name before starting business (s. 5). Exemptions include individuals trading under their own full names, companies trading under their corporate names, LLPs, registered LPs and registered foreign companies (s. 4).

Where the proprietor, or all the partners, reside outside GMC, an authorised representative ordinarily resident in GMC must be appointed and is personally responsible (s. 11). Registration confers no property right in the name (s. 10). Carrying on business unregistered is an offence with a fine up to $10,000 or two years' imprisonment (s. 35).

Trusts

GMC receives the law of trusts through s. 3 of the Application of Laws Act 2024, which applies the received common law and equity. A private trust can therefore be created on ordinary equitable principles, with the precedents of the common law world available to GMC courts.

Two GMC-specific regimes sit on top. Under the Financial Services Act 2025, an Investment Trust is an express trust created solely for collective investment, by a trust deed between a licensed Fund Manager and a licensed Trustee who must be independent of the manager (s. 114). Acting as the Trustee of an Investment Trust is itself a Regulated Activity (Schedule 1, para. 61).

Under the Income Tax Act 2025, trustees are taxed at 15% (s. 43(1)(c)), with the Comptroller able to tax a beneficiary's share at a lower rate or not at all (s. 43(2)) and relief for resident beneficiaries under s. 13Q. Sections 13F, 13N and 13L provide exemptions for foreign trusts, locally-administered trusts and philanthropic purpose trusts.

Funds

A Collective Investment Fund is defined in s. 106 of the Financial Services Act 2025: arrangements in which participants do not have day-to-day control, contributions and profits are pooled, and the property is managed as a whole by or on behalf of a Fund Manager. A fund may be a company, an Investment Partnership (a limited partnership established solely for collective investment) or an Investment Trust. Public Funds must be registered (ss. 107–111); Exempt Funds and Qualified Investor Funds are subject to notification (s. 112). Managing a fund (Schedule 1, para. 59) and administering it (para. 60) are Regulated Activities. Sections 13O, 13OA and 13U of the Income Tax Act 2025 provide the fund tax exemptions. (See our guide to setting up a fund in GMC.)

Cell companies

Protected Cell Companies and Incorporated Cell Companies appear in the GEN Rulebook 2026, rule 8.9, for insurers. Neither can be established in GMC without the Regulator's consent (r. 8.9.2), and a new cell needs prior approval (r. 8.9.4). The guidance to r. 8.9.1 describes such a company as one incorporated as or converted into a cell company "in accordance with the provisions of the Companies Regulations". The cell mechanics are set by the Companies Regulations and by GFSO.

Practical checklist / Next steps

1. Match the vehicle to the need: a trading business with outside investors usually wants a private company; a professional firm an LLP; a managed investment vehicle a limited partnership; a market test a branch; an existing company a Part 10A transfer.
2. Line up the GMC-resident person each vehicle requires: director, secretary, manager, local manager or authorised representative.
3. Reserve the name (60 days, extendable) under the relevant Act before preparing documents.
4. If the vehicle is a fund, an investment trust or a cell company, open the GFSO conversation before incorporation.
5. Confirm the tax route: 15% at entity level, or transparency for partnerships, LLPs and LPs.
6. Confirm current fees on the GCRO portal; since 1 November 2025 new incorporations need an empanelled CSP.

Frequently asked questions

What is the most common entity in GMC?

A private company limited by shares under the Companies Act 2025. It needs one member (s. 20A), one director ordinarily resident in GMC (s. 145(1)), a registered office in GMC (s. 142) and shares with no par value (s. 62A), and it pays 15% on chargeable income (Income Tax Act 2025, s. 43(1)(a)).

Does a GMC LLP pay tax?

No. An LLP is transparent for income tax: its activities are treated as carried on by its partners (Income Tax Act 2025, s. 36A(1)), who are taxed on their shares. Companies, by contrast, pay 15% at entity level.

Can I set up a trust or fund in GMC?

Yes. Private trusts exist under the received law of equity (Application of Laws Act 2024, s. 3). Investment trusts and collective investment funds are regulated under Part 11 of the Financial Services Act 2025 and require a licensed Fund Manager and, for trusts, an independent licensed Trustee (s. 114).

Key takeaways

• GMC has a full entity menu: four company types, foreign branches, redomiciled companies, LLPs, LPs, general partnerships, business names, trusts, funds and cell companies. The most commonly registered vehicles are the private company, branch, guarantee company and sole proprietorship; the LLP and limited partnership Acts of 2026 add further structures.
• Every vehicle needs a GMC-connected natural person: a resident director, manager, local manager or authorised representative.
• Companies pay 15%; partnerships, LLPs and LPs are transparent; the Income Tax Act adds fund and trust exemptions.
• Funds, investment trusts, cell companies and representative offices all require GFSO involvement before formation.

This article is general information about the law of the Gelephu Mindfulness City Special Administrative Region as at the date above. It is not legal advice and does not create a lawyer–client relationship.

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. 4, 17, 18, 19, 20A, 22, 27, 29, 38, 62A, 64A, 142, 145, 171, 175, 355–364A, 365, 368, 386AF
• Limited Liability Partnerships Act 2026, ss. 4, 5, 11, 12, 13, 18, 19, 22, 23, 26–34, 42–57
• Limited Partnerships Act 2026, ss. 3, 4, 6, 9, 10, 11, 16, 28, 30; First Schedule
• Partnership Act 2026, ss. 1, 5, 9, 10, 12, 24
• Business Names Registration Act 2026, ss. 3A, 4, 5, 10, 11, 31, 35
• Financial Services Act 2025, ss. 106, 107–111, 112, 114, 116; Schedule 1, paras. 59, 60, 61
• Income Tax Act 2025, ss. 13F, 13L, 13N, 13O, 13OA, 13Q, 13U, 34G, 34H, 36, 36A, 36B, 36C, 43(1), 43(2)
• Application of Laws Act 2024, s. 3
• GEN Rulebook 2026, rules 8.9, 9.2
• GCRO FAQ for GMCA Entities (3 June 2026, v0.2), Gelephu Corporate Registration Office