Spiritual is the first of the eight priority industries the Gelephu Mindfulness City has published, and the one tied to what no competing jurisdiction can replicate: Bhutan's monastic and contemplative tradition. A retreat operator, a contemplative education venture or a publishing business entering GMC is established under the city's general rules. Basnet Law Pte. Ltd., the first law firm incorporated in the Gelephu Mindfulness City, advises operators, teachers and institutions on spiritual-sector ventures under the Companies Act 2025, the Income Tax Act 2025 and the Employment of Foreign Workforce Act 2025. This page explains what the framework provides and how we take a venture through it.
Our legal advisory
- Framing the expression of interest to the Spiritual pillar, the first gate at which the Authority assesses business case and alignment with its core industries.
- Choosing the vehicle: a private company limited by shares for a commercial operator, or the public company form used for non-distributing and membership structures.
- Advising on incorporation requirements, the registered office and the resident director.
- Advising on retreat and teaching sites under lease arrangements.
- Work passes for teachers, practitioners and staff, including the pass route for self-employed foreigners.
- Founders company applications where the activity is not yet carried on in GMC at adequate scale, before the 31 December 2030 cut-off.
- Philanthropic structuring under the Act's not-for-profit and philanthropic purpose trust reliefs.
What the GMC framework provides for the spiritual sector
The spiritual sector runs on GMC's general framework: the published list of eight priority industries, applied as a screen to every expression of interest, and the Royal Charter's objectives, which pair investment, talent, employment and technology with well-being and mindful living. Sector fit is assessed case by case against that pillar.
Establishment runs on the Companies Act 2025. A company may be limited by shares, limited by a members' undertaking to contribute on winding up, or unlimited, and one member is enough. The registry most commonly registers the private company, the branch, the public company of the members'-undertaking type and the sole proprietorship, and a not-for-profit company with public-interest objects may omit "Limited" from its name with the Registrar's approval. Since 1 November 2025 an empanelled corporate service provider has been mandatory, and every company needs a registered office in GMC and a director ordinarily resident there, a test a valid work visa or work pass satisfies; the waiver ended on 30 April 2026.
Land in GMC is made available on lease, so the lease itself sets term, use and termination. Under the Employment of Foreign Workforce Act 2025 no foreign employee may work without a valid work pass, the employer applies, and a foreigner working on their own account needs a pass as a self-employed foreigner. Pass categories, criteria and any levy sit in regulations and Gazette orders.
The Income Tax Act 2025 charges companies at 15% on chargeable income. Full exemption is available only to an approved founders company in an approved founders industry, one not carried on in GMC at a scale adequate to its economic needs and with favourable prospects; the designated officer decides, no approval may be given after 31 December 2030, and the total period with extensions cannot exceed 15 years. The Act also provides a not-for-profit exemption and an exemption for the foreign account of a philanthropic purpose trust, and the trust relief excludes trusts constituted on or after 1 January 2028. Non-citizen individuals pay 0% on chargeable income derived on or before 31 December 2030. Running a retreat, teaching or publishing is not a regulated activity under the Financial Services Act 2025; licensing arises only if the venture pools investor money, holds assets for others or issues tokens.
Who this is for
- Retreat and contemplative practice operators planning a centre in Gelephu.
- Contemplative education providers and teaching lineages establishing an institution.
- Publishing, media and digital ventures built on Bhutan's contemplative tradition.
- Religious institutions and donors that need a GMC vehicle for a non-distributing activity.
How a legal advisory engagement runs
- Positioning. We define the activity, name the pillar and draft the expression of interest around the business case and the local contribution.
- Vehicle. We advise on the choice between a private company and a non-distributing public company, prepare the constitution and advise on the resident director requirement.
- Registration. We advise on incorporation requirements and the registered office.
- Site and people. We advise on the land and lease framework and work passes for foreign staff and self-employed teachers.
- Tax and governance. We assess the founders industry case, advise on an application before the 2030 cut-off where it is realistic, and on the accounting and governance calendar.
Frequently asked questions
Is there a specific law for spiritual or religious organisations in GMC?
Spiritual-sector ventures are governed by GMC's general framework. A venture is formed under the Companies Act 2025, leases its site through the Economic Development Group and is taxed under the Income Tax Act 2025.
Can a spiritual venture be tax exempt in GMC?
This is not available as of right. The company rate is 15%. An approved founders company in an approved founders industry is exempt on income from its qualifying business, by discretionary approval and only until 31 December 2030 for new approvals. The Act also provides a not-for-profit exemption for charitable structuring.
Which entity should a retreat centre use?
A commercial operator usually uses a private company limited by shares. A non-distributing activity can use the public company form in which members undertake to contribute a set amount on winding up. We recommend one after reviewing the revenue model.
Do visiting teachers need a work pass?
Yes. A foreign employee needs a valid work pass, and a foreigner teaching on their own account needs one as a self-employed foreigner, whether or not the activity is for gain. Categories and any levy are set by regulations; we confirm the current position before applying.
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.
