A foreign company can move its registration into the Gelephu Mindfulness City Special Administrative Region (GMC) without creating a new entity, so its contracts, licences, assets and court proceedings carry on uninterrupted. The Companies Act 2025 sets out the route, the deadlines and the grounds on which the Registrar can refuse. Basnet Law Pte. Ltd. is the first law firm incorporated in GMC. We advise on inward transfers of registration under the Companies Act 2025 and advise on the tax treatment that follows under the Income Tax Act 2025. This page explains how a transfer works and what we do at each stage.
Our legal advisory
- Confirm eligibility: the transfer route applies to a "foreign corporate entity", meaning a body corporate incorporated outside GMC, that intends to register as a company limited by shares.
- Advise on the name rules, since registration is not possible without a reserved name.
- Advise on the application and draft the new GMC constitution.
- Advise on any conditions the Registrar imposes on registration, and on an appeal against a refusal or condition within 30 days if needed.
- Advise on the 60-day deregistration deadline and any extension, the registration of charges within 30 days and the reissue of certificates within 60 days.
- Advise on the tax rules for redomiciled companies and on approved redomiciled company status so the company can claim tax credits.
How redomiciliation to GMC works, in plain terms
A foreign corporate entity may apply to the Registrar to be registered as a company limited by shares under the Companies Act 2025. The application must be in the prescribed form and come with a certified copy of the company's charter or constitution in its place of incorporation, the constitution by which it proposes to be registered in GMC, the other prescribed documents and the prescribed fee. The Registrar may ask for further information.
If satisfied, the Registrar "may, if the Registrar thinks fit" register the entity and issue a notice of transfer of registration. The Registrar must refuse if the prescribed minimum requirements are not met, or if the company is likely to be used for an unlawful purpose or would be contrary to national security or interest. The minimum requirements are set by regulations, and we confirm the current requirements at engagement.
Continuity of the company is preserved on transfer. From the date of registration the entity is deemed a GMC company, but registration does not "create a new legal entity", affect its property, rights or obligations, or render defective any legal proceedings. Within 60 days the company must show that it has been deregistered in its place of incorporation, failing which the Registrar may revoke the registration after notice.
On tax, the Income Tax Act 2025 modifies the treatment of a redomiciled company's pre-registration bad debts and impairment losses. It also allows an approved redomiciled company a tax credit where its former jurisdiction taxes an estimate of income that GMC also taxes. The credit is computed by a statutory formula and is available only while the company is resident in GMC and meets its approval conditions.
Who this is for
- Holding companies that want a 15% corporate regime and USD currency of account without losing contracts or licences.
- Groups consolidating an offshore entity into a GMC operating base.
- Digital asset and fund businesses relocating to be regulated by GFSO.
- Founders whose existing company would benefit from GMC tax incentives before the 31 December 2030 approval cut-offs.
How a legal advisory engagement runs
- Feasibility: advice on the outgoing jurisdiction's exit rules, creditor and lender consents, and whether the entity can be a company limited by shares. You get a clear yes or no before any cost is incurred.
- Advice on the company name and drafting of the GMC constitution.
- Advice on the application to the Registrar, Registrar queries and any conditions.
- Advice on notice of transfer of registration, then deregistration abroad within 60 days, charge registration within 30 days and certificate reissue within 60 days, with each deadline tracked by us.
- Tax: analysis of the redomiciled-company rules and, where useful, an application for approved redomiciled company status.
Frequently asked questions
Does redomiciliation create a new company?
No. The Act states that registration does not create a new legal entity or prejudice the continuity of the body corporate. Existing contracts, assets and proceedings continue, and we confirm that position to counterparties who ask.
What entity types can transfer in?
The transfer route applies only to a foreign corporate entity intending to be registered as a company limited by shares. Other structures would need a different route, which we can map for you.
What if we cannot deregister abroad within 60 days?
The Registrar may extend the period on application, subject to conditions. Failure without an extension exposes the company to revocation of its registration, after at least 30 days for representations. We advise seeking the extension early rather than late.
Are existing security interests affected?
No, but registrable charges must be lodged within 30 days of registration. A late filing does not affect the validity or priority of the charge. We advise on them as part of the transfer.
What is an approved redomiciled company?
A redomiciled company approved by the designated officer for the purposes of the tax credit in the Income Tax Act 2025. Approval gives access to the credit for income taxed in both the old jurisdiction and GMC, and we advise on the application.
Basnet Law Pte. Ltd. is a law firm. It is not a GMCA-empanelled corporate service provider (CSP).
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.
