Basnet Law Pte. Ltd. is the first incorporated law firm in the Gelephu Mindfulness City Special Administrative Region (GMC), based in Gelephu. This page explains why physical presence in GMC is not a preference but a statutory theme that runs through the Companies Act 2025, the 2026 partnership and business names Acts and the GFSO General Rulebook, and how counsel on the ground helps a client meet it.
What "on the ground" means under the Acts
GMC's statutes repeatedly require a natural person, or an office, that is in GMC. Four rules matter most in practice.
The resident director. Every company must have at least one director ordinarily resident in GMC (Companies Act 2025, s. 145(1)), meaning resident in GMC or holding a valid work visa or work pass (s. 145(1A)). A resignation that would leave the company without one is invalid (s. 145(5)). If a company trades without one for more than six months, a member who knows of it becomes liable for the company's debts contracted in that period (s. 145(10)). A foreign company's branch must have a registered office in GMC open to the public for at least 5 hours each business day (s. 370(1)) and an authorised representative personally liable for penalties unless the court relieves them (s. 370(2)).
The authorised representative for business names. Where the proprietor, all the partners or the foreign officers reside outside GMC, the Business Names Registration Act 2026 requires an authorised representative: a natural person aged 18 or over, ordinarily resident in GMC, personally responsible for the business's obligations under the Act (s. 11). Notice of appointment is due within 14 days.
The local manager for limited partnerships. If every general partner is resident outside GMC without a valid work visa or pass, the Registrar may require a local manager, who bears the obligations of a general partner (Limited Partnerships Act 2026, s. 28). An LLP must have at least one manager ordinarily resident in GMC (LLP Act 2026, s. 29).
GFSO's location-of-offices rule. A Licensed Firm incorporated in GMC must have its head office and registered office in GMC (GEN 4.5.1(1)). GFSO judges head office location by "the location of its Directors, Partners and Senior Management" and day-to-day operational control (GEN 4.5, Guidance 1). An applicant that fails this "will, on this point alone, not be considered fit and proper" (Guidance 2). GEN 5.5.1 then requires a Senior Executive Officer, Compliance Officer and Money Laundering Reporting Officer held by Approved Persons at all times.
How we help
- Structure the board so the s. 145 resident director requirement is met from incorporation, and so that a later resignation does not fall foul of s. 145(5).
- Advise on the work pass route under the Employment of Foreign Workforce Act 2025 (ss. 5, 7, 10) that makes a relocating founder ordinarily resident for s. 145(1A).
- Advise on authorised representative and local manager appointments under the Business Names Registration Act 2026 (s. 11) and the Limited Partnerships Act 2026 (s. 28), including the personal responsibility each role carries.
- Prepare the head office and governance evidence GFSO expects under GEN 4.5 before an application is filed.
- File with the Gelephu Corporate Registration Office and engage with GFSO from Gelephu.
Who this is for
- International groups incorporating a GMC subsidiary that need the resident director rule handled correctly.
- Foreign proprietors and partnerships registering a business name from abroad.
- Fund sponsors forming a GMC limited partnership with offshore general partners.
- Financial services and virtual asset applicants preparing for GFSO's location-of-offices assessment.
- Foreign law firms that need GMC counsel physically present for filings and meetings.
Our process
- Map every presence requirement your structure triggers across the Companies Act, the 2026 Acts and GEN.
- Identify which individuals will fill each role and confirm their status under s. 145(1A) or the work pass regime.
- Document appointments and consents and lodge them within the statutory windows (for example, 14 days for an authorised representative under s. 11).
- Maintain the position: monitor resignations, pass expiries and head office changes that would breach a rule.
Frequently asked questions
Can a nominee satisfy the resident director rule?
Section 145 requires a natural person aged 18 or over with full legal capacity (s. 145(2)) who is ordinarily resident in GMC. The Act does not distinguish "nominee" directors; whoever holds the office carries the duties of a director.
Is a registered office address enough for GFSO?
No. GEN 4.5.1 requires both the registered office and the head office to be in GMC, and the head office test looks at where directors and senior management operate.
Does the authorised representative bear personal liability?
Under the Business Names Registration Act 2026, s. 11 the representative is personally responsible for the business's obligations under that Act; under the Companies Act 2025, s. 370(2) a foreign company's authorised representative is personally liable for penalties unless the court decides otherwise.
What if our only resident director leaves GMC?
The company must keep at least one resident director at all times (s. 145(5)). The Registrar may direct members to appoint one (s. 145(7)), with fines for default (s. 145(8)). Plan a replacement before the departure.
You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.
References
- Companies Act 2025, ss. 145(1), (1A), (2), (5), (7), (8), (10), 370(1)–(2)
- Business Names Registration Act 2026, s. 11
- Limited Partnerships Act 2026, s. 28; Limited Liability Partnerships Act 2026, s. 29
- Employment of Foreign Workforce Act 2025, ss. 5, 7, 10
- GEN Rulebook 2026, 4.5.1 and Guidance, 5.5.1
