Where GMC Law Comes From: Schedule A, the Re-enacted Statutes and Why Parent-Jurisdiction Case Law Matters

Summary

• GMC's commercial statutes are re-enactments. Each says so on its face: the Companies Act 2025 repeals and re-enacts "with amendments" the Companies Act 1967 at item 1 of Schedule A to the Application of Laws Act 2024; the Income Tax Act 2025 does the same for the Income Tax Act 1947 at item 9; the Employment Act 2025 for the Employment Act 1968 at item 5; the Employment of Foreign Workforce Act 2025 for the Employment of Foreign Manpower Act 1990 at item 6.
• The Financial Services Act 2025 repeals and re-enacts with amendments the Financial Services and Markets Regulations 2015 specified in Schedule B.
• The "amendments" are where GMC law differs from its source: United States dollars (Companies Act 2025, s. 4A), a resident-director test that counts work-pass holders (s. 145(1A)), no small-company audit exemption (s. 205C is "[Not in use]"), and a 0% personal rate for non-citizens to 31 December 2030 (Income Tax Act 2025, s. 43(1)(ba)).
• The received common law applies directly under s. 3 of the Application of Laws Act 2024, and the Interpretation Act 1965 remains in Schedule A (item 11), so the interpretive method is also received.
• GMC courts and practitioners can draw on the precedents of every common law jurisdiction, so parties have a settled body of case law from the day the jurisdiction opened. On re-enacted statutes, decisions of the parent jurisdiction on identical wording are the persuasive authority GMC counsel reason from, and the GMC amendment always prevails.

The design choice behind GMC's statute book

GMC's Royal Charter directs the GMC Authority (GMCA) to establish "a legal system based on common law principles" (Royal Charter No. 1 of 2024, Art. 4). The GMCA chose to build that system by reception and re-enactment rather than by drafting from a blank page.

The mechanism is the Application of Laws Act 2024. Section 3 applies the common law and equity of an established common law jurisdiction, including English common law and equity as received there, so far as suited to GMC circumstances and subject to GMC enactments. Section 4 and Schedule A apply a list of statutes drawn from that jurisdiction, as amended from time to time and with modifications. Section 5 and Schedule B apply a set of financial services rulebooks with modifications. (See our guide to which law applies in GMC.)

Reception was the first step. Re-enactment was the second. Within a year, the GMCA replaced the most important borrowed statutes with GMC Acts of its own, and the amendment Acts of 2025 and 2026 deleted the replaced items from Schedule A. The result is a statute book with a known parentage, which is the single most useful fact for anyone advising on GMC law today.

What the Acts say about themselves

The evidence is in the preambles, which we quote because the wording matters.

The Companies Act 2025 is "An Act relating to companies and to repeal and re-enact with amendments the Companies Act 1967 specified in item 1 of Schedule A to the Application of Laws Act 2024 (Law No. 1 of 2024)". Section 1(2) repeals that item.

The Income Tax Act 2025 is "An Act to impose a tax upon incomes and to regulate the collection thereof, and to repeal and re-enact with amendments the Income Tax Act 1947 specified in item 9 of Schedule A". Section 1(2) repeals the item.

The Employment Act 2025 repeals and re-enacts with amendments the Employment Act 1968 at item 5 (s. 1(2)). The Employment of Foreign Workforce Act 2025 does the same for the Employment of Foreign Manpower Act 1990 at item 6 (s. 1(2)).

The Financial Services Act 2025 is "An Act relating to financial services and for connected purposes, and to repeal and re-enact with amendments the Financial Services and Markets Regulations 2015 specified in Schedule B" (s. 1(2)). Its source is therefore the applied financial services regulations in Schedule B rather than a Schedule A statute, and its vocabulary follows that model: Licensed Firm, Financial Services Permission, Approved Person, Controlled Function, Regulated Activity, the General Prohibition in s. 16 and the Threshold Conditions in s. 28. The policy is plain: GMC follows an established common law system for business regulation and an established international financial centre's framework for financial services, and is progressively enacting those rules as GMC laws.

The Customs Act 2025 repealed the Customs Act 1960, formerly a Schedule A item. The 2026 Acts complete the picture; the Sale of Goods Act 2026 and Unfair Contract Terms Act 2026 came into operation on 15 June 2026, the day the 2026 amendment deleted items 15 and 18 from Schedule A.

Reading the fingerprints in the text

Once you know the parentage, the text of each Act confirms it in several ways.

"[Not in use]" markers. Where the GMCA decided not to carry a provision across, it kept the section number and marked it "[Not in use]" rather than renumbering. The Companies Act 2025 does this at ss. 3, 9, 11, 16, 16A and 205C; the Income Tax Act 2025 at s. 2(1A). The parent's section numbers survive, so a practitioner who knows the parent can go straight to the right provision.

The currency clause. Section 4A of the Companies Act 2025 is headed "References to Singapore dollar read to be United States dollar" and provides that "all references to the Singapore dollar ('$' or 'S$' or 'SGD') are read as references to the United States dollar". The Employment Act 2025 (s. 2AA) and Employment of Foreign Workforce Act 2025 (s. 2AA) use the same heading. The Income Tax Act 2025 (s. 2AA) simply reads every dollar as the US dollar. (See our guide to the dollar jurisdiction.)

Cross-references to Schedule A statutes. The Companies Act 2025 refers, in its own rules on identical names, to a company "dissolved following its winding up under the Insolvency, Restructuring and Dissolution Act 2018" (s. 27(1A)(a)(i)). That Act is item 10 of Schedule A. A GMC Act and an applied Schedule A Act are meant to be read together.

International standards by name. The Income Tax Act 2025 defines "IFRS 9" (s. 34G(2), by reference to s. 34AA) and, in Part 20B, the "Action 13 Report" of the OECD and the Crypto-Asset Reporting Framework (s. 105I). These are the reference points of a mature tax code, carried across intact.

Substituted institutions. The "Authority" in the Companies Act 2025 is the Gelephu Corporate Registration Office (GCRO) (s. 4), the "Regulator" in the Financial Services Act 2025 is the Gelephu Financial Services Office (GFSO), and "court" in each Act is the judicial body the Druk Gyalpo designates for the provision in question.

Where GMC deliberately departs

The phrase "with amendments" is not boilerplate. The departures are where the commercial value of GMC lies, and they are also the traps for anyone who assumes the parent text still applies. A selection:

The Income Tax Act 2025 also carries fund exemptions (ss. 13O, 13OA and 13U), an exemption for family-owned investment holding companies (s. 13T), a Finance and Treasury Centre regime (s. 43E) and an advance ruling regime (s. 108).

Why parent-jurisdiction case law matters

GMC can rely on common law precedents from any common law jurisdiction, so the precedents of the common law world are available to GMC courts from the outset. Three sources of interpretive authority are available, in this order.

First, the GMC text. Where the GMCA amended the parent provision, the amendment governs. Section 145(1A) of the Companies Act 2025 defines "ordinarily resident" for GMC purposes; no parent-jurisdiction reading of that phrase can override it.

Second, the received common law and the received interpretive method. The received common law applies directly under s. 3 of the Application of Laws Act 2024. The Interpretation Act 1965 remains at item 11 of Schedule A, so the rules for reading statutes are themselves received. A term such as "special resolution", "solvency statement" or "ordinarily resident" that the GMC Act uses without a new definition carries its received meaning.

Third, decisions of the parent jurisdiction on identical wording. Where a GMC provision reproduces the parent provision word for word, a court of the parent jurisdiction has often already decided what it means. Those decisions are persuasive rather than binding in GMC, and they are the most persuasive material available, for a simple reason: the GMCA chose to re-enact the wording knowing how it had been interpreted. In our view a GMC court would need a GMC-specific reason to depart from a settled parent-jurisdiction reading, and the reception formula in s. 3 ("so far as suited to GMC circumstances") supplies the test for when such a reason exists.

The same logic applies to the Financial Services Act 2025 and the GEN Rulebook 2026. The architecture of Licensed Firms, Approved Persons and Controlled Functions is that of a financial-centre regulator, and practice built on that architecture is the natural reference point for how GFSO will read its own rules, subject to GFSO's own Guidance (Financial Services Act 2025, s. 15). We do not cite parent-jurisdiction cases in this article, and we would not do so without first checking that the provision is unamended in GMC. That check is the whole discipline.

How to read a GMC Act: a five-step method

1. Read the preamble. It tells you the parent statute and the Schedule A or B item.
2. Read the GMC-specific sections first. In the Companies Act 2025 these include ss. 4, 4A, 12A, 20(2), 145(1A) and Part 10A.
3. Check every "[Not in use]". A missing section is a policy decision, not a gap to be filled from the parent.
4. Then consult the parent. Use parent-jurisdiction material to interpret wording that GMC kept, never to supply wording that GMC removed or changed.

Practical consequences for businesses

Constitutions, board procedures, tax structures and compliance frameworks built for the parent model transfer well to GMC, provided every reference to currency, residence, audit, beneficial ownership and rates is checked against the GMC text. In a GMC commercial dispute, expect submissions to rely on authorities from across the common law world, with parent-jurisdiction readings on re-enacted wording; keep the provenance of each load-bearing provision in your files.

Practical checklist / Next steps

1. For each GMC Act you rely on, note the parent statute and Schedule item from the preamble.
2. Build a "departures" list for your business: currency, residence, audit, controllers.
3. Where a question turns on wording GMC kept unchanged, obtain the parent-jurisdiction reading and the reasons, if any, a GMC court might depart from it.
4. Monitor Schedule A: statutes there apply "as amended from time to time".
5. Ask Basnet Law to confirm provenance for any provision that will be load-bearing in a transaction or dispute.

Frequently asked questions

Is the GMC Companies Act 2025 the same as the parent Companies Act?

No. It is a re-enactment "with amendments" of the Companies Act 1967 listed at item 1 of Schedule A to the Application of Laws Act 2024. The structure and most numbering are shared, but GMC has changed currency (s. 4A), the resident-director test (s. 145(1A)), the audit exemption (s. 205C is not in use) and other provisions.

Are parent-jurisdiction court decisions binding in GMC?

The received common law applies in GMC under s. 3 of the Application of Laws Act 2024, and GMC can rely on common law precedents from any common law jurisdiction, applied so far as suited to GMC circumstances. On re-enacted statutes, parent-jurisdiction decisions are persuasive where the wording is identical.

Which law is the Financial Services Act 2025 based on?

Its preamble says it repeals and re-enacts with amendments the Financial Services and Markets Regulations 2015 specified in Schedule B to the Application of Laws Act 2024. The Schedule B rulebooks continue to apply with modifications, and GFSO has begun issuing GMC rulebooks, starting with the GEN Rulebook 2026.

What does "[Not in use]" mean in a GMC Act?

It marks a section number from the parent statute that the GMCA chose not to carry into GMC law. The number is preserved so that cross-references and section numbering stay aligned. The omitted provision has no effect in GMC.

Key takeaways

• GMC's Acts are re-enactments and say so: Companies Act 1967 (item 1), Income Tax Act 1947 (item 9), Employment Act 1968 (item 5), Employment of Foreign Manpower Act 1990 (item 6), and the Financial Services and Markets Regulations 2015 in Schedule B.
• The amendments are the substance: USD, the resident-director test, audit, controllers, rates and windows.
• The common law and the Interpretation Act 1965 are received directly; the precedents of the common law world are available to GMC courts, and parent-jurisdiction decisions on identical statutory wording are persuasive.
• Read the GMC text first, the "[Not in use]" markers second, and the parent last.

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

• Royal Charter No. 1 of 2024 (GMC), Art. 4
• Application of Laws Act 2024, ss. 3, 4, 5; Schedules A (items 1, 5, 6, 9, 10, 11) and B
• Application of Laws (Amendment) Act 2025; Application of Laws (Amendment) Act 2026
• Companies Act 2025, preamble, ss. 1, 3, 4, 4A, 9, 11, 12A, 16, 16A, 20, 27(1A), 145, 205B, 205C, 355–364A, 386AF
• Income Tax Act 2025, preamble, ss. 1, 2(1A), 2AA, 13O, 13OA, 13T, 13U, 13Y, 34AA, 34G, 43(1), 43D, 43E, 62A, 105I, 108
• Employment Act 2025, preamble, ss. 1, 2AA
• Employment of Foreign Workforce Act 2025, preamble, ss. 1, 2AA
• Financial Services Act 2025, preamble, ss. 1, 15, 16, 28
• Customs Act 2025
• Sale of Goods Act 2026; Unfair Contract Terms Act 2026
• GEN Rulebook 2026 (Version 1.0)
• GCRO FAQ for GMCA Entities (3 June 2026, v0.2), Gelephu Corporate Registration Office