Private Placements, Token Offerings and Financial Promotions in GMC: Legal Advisory

Raising money in the Gelephu Mindfulness City engages two separate controls: the rules on offering securities and fund units, and the restriction on promoting any investment activity. A firm can be entitled to issue its own shares and still breach the Financial Services Act 2025 by the way it advertises them. Basnet Law Pte.

Classifying what is being offered: a security, a fund unit, a virtual asset or a fiat-referenced token.

Planning the offer route for securities, whether an Approved Prospectus or an exempt offer as prescribed in GFSO's Rules.

Advising on structuring fund raises around registration for Public Funds or the pre-offer notification for Exempt and Qualified Investor Funds.

Mapping every communication to a gateway: the firm's own licence, approval of the content by a Licensed Firm, or a specific exemption.

Advising on building the audience controls that professional-only and outside-GMC exemptions require.

Reviewing decks, whitepapers, websites and campaigns against the misleading statement and misconduct prohibitions.

Start-ups and growth companies raising equity or debt from investors inside or outside GMC. Fund sponsors marketing a first close of a GMC or foreign fund. Token issuers preparing a whitepaper, launch site or exchange listing campaign. Foreign managers and platforms whose websites and newsletters can reach GMC residents.