GMC Branch and Representative Office Registration: Legal Advisory

Testing the Gelephu Mindfulness City through a branch or a marketing office avoids incorporating a subsidiary, but each route carries its own registration rules and, for a branch, personal liability for the local representative. A foreign company can operate in Gelephu Mindfulness City without incorporating a subsidiary, by registering under Division 2. A foreign-regulated financial institution may instead seek a Representative Office licence under the GEN Rulebook.

Assess whether the planned activity amounts to "carrying on business" in GMC, or falls within the list of activities that do not.

Advise on the registration documents the Companies Act 2025 requires, including certified constitutional documents, the list of directors and the notice of authorised representatives.

Advise on authorised representatives resident in GMC or holding a valid work visa or work pass, as the Act requires, and on the registered office.

Advise on post-registration filings: changes within 30 days, annual financial statements and cessation notices within 7 days.

For financial institutions, advise on the Financial Services Licence requirements to operate a Representative Office under the GEN Rulebook and on evidencing home-regulator awareness.

Advise on business name registration under the Business Names Registration Act 2026.

International groups testing the GMC market before committing to a subsidiary. Contractors and consultancies performing a GMC project through the parent entity. Asset managers and banks regulated abroad that want a marketing presence in GMC without a full licence. Foreign companies that need to hold a GMC lease or property in their own name.

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