Every GMC company must have a registered office in GMC, at least one director ordinarily resident in GMC and a secretary resident in GMC, and since 30 April 2026 the registry no longer waives any of them. Basnet Law advises on each of these from Gelephu. The office address, secretary and filings with the Gelephu Corporate Registration Office (GCRO) are provided by the company itself or its GMCA-empanelled CSP. This page explains what the Companies Act 2025 requires of every company after incorporation and how we advise on it.
Our legal advisory
- Advise on whether a proposed registered office address satisfies the Companies Act 2025 and on the particulars to be filed.
- Advise on whether a proposed director meets the "ordinarily resident" test where a client's own directors are all abroad, and document the appointment.
- Advise on the resident company secretary the Act requires and draft the secretary's consent declaration.
- Advise on the legal requirements for registers of directors, chief executive officers, secretaries and auditors, and the 14-day notification rule.
- Advise on the annual general meeting rules, AGM dispensation and the annual return deadline.
- Advise on protecting residential addresses from public inspection and on an LLP's register of controllers under the LLP Act 2026.
How GMC corporate compliance law works, in plain terms
The Companies Act 2025 requires a company "as from the date of its incorporation" to have a registered office within GMC to which all communications and notices may be addressed. Notice of the office and its opening hours is lodged at incorporation and within 14 days of any change. Default carries a fine of up to $5,000 and a default penalty; all "$" amounts in the Act are US dollars.
Every company must have "at least one director who is ordinarily resident in GMC", meaning a director resident in GMC or holding a valid work visa or work pass. A director cannot resign if that would leave the company without a resident director; a purported resignation in breach is invalid. On breach, the Registrar may direct the members to appoint a qualifying director.
A company must have one or more secretaries, each a natural person whose principal or only place of residence is in GMC, although the Registrar may waive the residence requirement. A sole director may not also be the secretary, and the office must not be vacant for more than 6 months. Directors must take reasonable steps to ensure the secretary has "the requisite knowledge and experience".
On annual compliance, a non-listed company must hold its annual general meeting within 6 months of its financial year end unless, being a private company, it has dispensed with the meeting, and must lodge its annual return within 7 months of year end. Directors must lay financial statements that comply with the Accounting Standards.
GCRO's periodically updated FAQ adds the practice. Its waiver of the resident director and registered office requirements ended on 30 April 2026; the Registrar may revoke registration where they remain unmet. The resident director may be any employee with a valid GMCA employment pass, or a Bhutanese citizen. Every company needs a physical presence in GMC, must file its registered office within one month of incorporation, and must keep it accessible for at least five hours on business days; Corporate Service Providers (CSPs) may supply the address. Each company needs one director, one shareholder, one secretary (internal or CSP) and one auditor, appointed within three months and not the CSP, plus a data protection officer with public contact details under the applied Personal Data Protection Act. Minimum paid-up capital is US$1.
Who this is for
- Foreign groups incorporating a GMC subsidiary whose directors and finance function sit outside Bhutan.
- Founders who hold a work pass and want legal advice on their company's officer and filing obligations.
- GFSO licence applicants who must show a GMC head office and registered office under the GEN Rulebook 2026.
- LLPs needing a resident manager under the LLP Act 2026 and a maintained controllers register.
How a legal advisory engagement runs
- Gap check: we compare the current officers and office against the registered office, resident director and secretary requirements.
- Appointments: we advise on the appointments, the secretary's consent and the officer notices.
- Registers: we advise on the statutory registers and the residential address exclusions.
- Calendar: we advise on the financial year end and on the AGM, annual return and financial statement deadlines.
- Ongoing: we advise on every change and its 14-day window and report to the board quarterly.
Frequently asked questions
Can a foreign resident be the only director of a GMC company?
Only if that person holds a valid work visa or work pass or is resident in GMC. Otherwise the company needs a second, qualifying director, and we advise on who qualifies. GCRO no longer waives this: the waiver ended on 30 April 2026.
Does the secretary have to live in GMC?
The Companies Act 2025 requires it, but allows the Registrar to waive the requirement. We advise on whether a waiver application is realistic in your case.
When is the annual return due?
For a non-listed company with no branch register abroad, within 7 months after financial year end. The Registrar may extend the period for special reasons, and we advise on an extension request where one is needed.
What is the equivalent for an LLP?
A registered office in GMC, at least one manager ordinarily resident in GMC, an annual declaration of solvency every 15 months and a register of controllers, all under the LLP Act 2026.
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.
