The filings that keep a GMC entity in good standing are frequent, deadline-driven and, for a Licensed Firm, doubled by regulatory returns, so the risk is not any one obligation but losing track of the calendar. A GMC entity carries a set of recurring statutory obligations from the day it is registered: corporate filings, tax returns and, for Licensed Firms, regulatory returns and event-driven notifications. Basnet Law acts as outside counsel on a retainer that keeps every deadline tracked and every filing made from Gelephu. This page sets out the obligations a retainer covers and how we run it.
How we help
- Maintain a compliance calendar built from the statutes: annual general meeting, annual return, financial statements, LLP solvency declaration, business name renewal and tax return dates.
- Lodge changes of directors, secretaries, auditors and their particulars within 14 days under the Companies Act 2025, and changes in LLP partners and managers within 14 days under the LLP Act 2026.
- Prepare and lodge the annual return within its statutory window and manage AGM dispensation.
- File the LLP's annual declaration of solvency within 15 months of registration and every 15 months thereafter.
- Track business name validity and renewal under the Business Names Registration Act 2026 and cessation notices.
- For Licensed Firms, coordinate financial statements and regulatory returns under the GEN Rulebook, the annual controllers report and the required notifications.
- Handle Income Tax Act 2025 return obligations and the employer's deduction-at-source duties.
- Provide board minutes, resolutions and general advice on demand, with a fixed monthly scope agreed at engagement.
How GMC ongoing compliance works, in plain terms
Under the Companies Act 2025, a non-listed company must hold its annual general meeting within 6 months of financial year end unless a private company has dispensed with it, and must lodge an annual return within 7 months of financial year end. Directors must lay financial statements that comply with the Accounting Standards. Changes in officers or their registered particulars must be notified within 14 days, and changes to the registered office within 14 days. Default in the annual return carries a fine of up to $5,000 and a default penalty. All "$" amounts are US dollars.
The maintenance list GCRO enforces is: registers of charges, registrable controllers, nominee directors and nominee shareholders at the registered office; changes in particulars lodged within 14 days; AGM within 6 months and annual return within 7 months of financial year end; financial statements to members at least 14 days before the AGM; minutes recorded within 1 month; accounting records kept 5 years; a registered office in GMC accessible at least 5 hours on business days; a GMC-resident director and secretary at all times; and IFRS audited accounts with the auditor appointed within 3 months (dormant status affects audit and reporting only). The first financial year may run up to 18 months; longer needs Registrar approval. Corporate actions take effect when the Registrar updates the Electronic Register, and requests go to GCRO under the subject "[UEN], [Desired Corporate Action], [Company Name]". A company is dissolved by strike-off by the Registrar or court winding up under the applied Insolvency, Restructuring and Dissolution framework.
An LLP must file an annual declaration of solvency within 15 months of registration and every 15 months after under the LLP Act 2026, keep accounting records for 5 years, notify changes in partners, managers or particulars within 14 days and maintain a register of controllers. A business name registration is valid for the period the Registrar sets and must be renewed under the Business Names Registration Act 2026; changes are notified within 14 days and cessation within 14 days.
A Licensed Firm has a second layer. It must prepare financial statements for each financial year under IFRS or, where permitted, IFRS for SMEs, keep accounting records for six years and submit regulatory returns in accordance with PRU or PIN. It must file an annual report on its Controllers within four months of financial year end. The GEN Rulebook requires reasonable advance notice of changes in name, trading name, principal place of business, legal structure or an Approved Person's fitness, and immediate notice of matters such as a significant breach, a systems failure, a material change in capital adequacy or a proposed restructuring or acquisition. Withdrawal of an Approved Person's status must be requested within seven days of departure.
On tax, the Comptroller may by Gazette notice require every person to furnish a return of income for a year of assessment under the Income Tax Act 2025, and a person chargeable who has not been required to file within 3 months of the year's start must notify the Comptroller within 14 days after that period. Computations are denominated in US dollars. Employers must deduct tax at source from salary paid to chargeable individuals and pay it to the Comptroller.
Who this is for
- International groups with a GMC subsidiary but no in-house legal presence in Bhutan.
- GFSO Licensed Firms that need a regulatory notifications desk alongside corporate secretarial support.
- LLPs and business-name registrants with rolling 14-day and 15-month obligations.
- Founders who want one point of contact for corporate, employment, immigration and tax queries as they arise.
How an engagement runs
- Onboarding audit: we review the entity's register, constitution, licence conditions and existing filings and correct any gaps.
- Calendar build: we map every statutory deadline to the entity's financial year and licence category.
- Standing instructions: we agree who in your organisation triggers a filing and how fast we respond.
- Monthly cycle: we lodge filings, report on completed and upcoming obligations and flag legal changes.
- Annual review: we reset the calendar after year end, coordinate the AGM or dispensation and the annual return, and review the retainer scope.
Frequently asked questions
What is included in a retainer?
A defined scope of recurring filings and a monthly allowance for advice, agreed in writing. Transactional work, licence applications and disputes are scoped separately.
How quickly must officer changes be filed?
Within 14 days for a company under the Companies Act 2025 and for an LLP under the LLP Act 2026. Licensed Firms must also request withdrawal of an Approved Person's status within seven days.
Does a private company need an AGM every year?
Not if it has passed the unanimous dispensation resolution or sends its financial statements to members within the prescribed period. The annual return is still required.
What regulatory notifications are most often missed?
The GEN Rulebook requires immediate notice of a significant breach of a Rule, a breach of applicable law, a significant systems failure and any proposed restructuring or acquisition with a significant impact on risk profile. These are event-driven and easy to overlook without a process.
Do we still need to file a tax return if no notice is gazetted?
If you are chargeable and have not been required to file within 3 months after the year of assessment begins, you must notify the Comptroller within 14 days after that period.
Can Basnet Law act as our registered office and secretary as part of the retainer?
Yes. Those services are described on our registered office, resident director and corporate secretarial page and can be bundled with the retainer.
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.
