How to Incorporate a Company in GMC: The Filing-by-Filing Guide to the Gelephu Corporate Registration Office

Summary

• A GMC company is formed by registering its constitution with the Registrar of Companies at the Gelephu Corporate Registration Office (GCRO), the "one-stop digital service portal for business registration, filing and information" (Companies Act 2025, ss. 17, 19).
• Before filing: reserve the name (s. 27(10)–(12B); 60 days, extendable by 60), settle the constitution (s. 22) or adopt the model constitution (ss. 36–37), and line up one member (s. 20A), one director ordinarily resident in GMC (s. 145) and a registered office in GMC (s. 142).
• The incorporation filing is the constitution, prescribed documents, the last day of the first financial year and the prescribed fee (s. 19(1)), plus a compliance-and-identity declaration by a registered qualified individual or a named director or secretary (s. 19(2)).
• The Registrar issues a notice of incorporation (s. 19(4)); a certificate of confirmation of incorporation is available on application and payment of a fee (s. 19(7)).
• After incorporation: register of controllers from the start (s. 386AF(1A)), auditor within 3 months unless dormant (ss. 205, 205B), officer changes within 14 days (s. 173A), AGM within 6 months of year end unless dispensed with (ss. 175, 175A), annual return within 7 months (s. 197).
• The Act leaves fees and timing to regulations and the Registrar. Registration costs US$2,000 for a private company limited by shares, about one week from complete documents, and a mandatory Corporate Service Provider (CSP) for all new incorporations from 1 November 2025.

Who does what

Three actors appear throughout the incorporation process. The Registrar of Companies is appointed by the designated officer and exercises the powers under the Act (s. 8(1A)). The Authoritydefined as the Gelephu Corporate Registration Office (GCRO), is responsible for administering the Act (ss. 4, 8(1)); the Gelephu Corporate Registration Office portal is where filings are made. The designated officer is a person appointed by the Druk Gyalpo (s. 4) and hears appeals from the Registrar's decisions.

Transactions with the Registrar are carried out through "the electronic transaction system in use by the Authority" (s. 12A(1)). GCRO describes its process in five stages:

1. Expression of Interest (EOI) via the GCRO portal; GMCA assesses fit with GMC's core industries.
2. Automatic acceptance or rejection. If accepted, the applicant receives login credentials and must select a Corporate Service Provider (CSP) in the system. A CSP is mandatory for all new incorporations from 1 November 2025. Four CSPs are empanelled: two full, and two provisional (six-month term) serving only 100% Bhutanese-owned companies.
3. The applicant or CSP submits particulars and documents; GCRO iterates on deficiencies.
4. Fee paid through the system by card (Stripe) or BTN (RMA gateway).
5. Certificate of incorporation, certificate of registered business name and unique entity number (UEN) issued.

The Act supplies the legal content of each stage.

Step 1: choose the company type

Any person, alone or with others, may form a company by subscribing to a constitution and complying with the registration requirements (s. 17(1)). The choice is between a company limited by shares, a company limited by guarantee and an unlimited company (s. 17(2)). Most businesses choose a private company limited by shares: a company with a share capital whose constitution restricts share transfers and limits members to 50, not counting employees (s. 18(1)). The name of a private company must include "Private" (or "Pte.") immediately before "Limited" (or "Ltd.") (s. 27(7)–(9)). (See our guide to every entity you can form in GMC.)

Step 2: reserve the name

Name reservation is mandatory, not optional. A company "must not be registered under section 19(3)" unless its name has been reserved under s. 27(12) (s. 27(11)).

Application. Apply in the prescribed form for reservation of the name of an intended company (s. 27(10)).

Test. The Registrar may approve only if satisfied that the application is made in good faith and the name is one under which a company may be registered (s. 27(12)). The Registrar must refuse a name that is undesirable, identical to the name of another company, LLP, limited partnership, corporation or registered business name, identical to a reserved name, or of a kind the designated officer has directed not to accept (s. 27(1)). Names identical to those of dissolved companies, cancelled business names and dissolved LLPs or LPs are barred for periods of one, two or six years depending on the case (s. 27(1A)). The Registrar must also refuse a name for a company likely to be used for an unlawful purpose or contrary to national security or interest (s. 27(12A)).

Duration. An approved reservation lasts 60 days from the date the Registrar notifies approval, and the Registrar may extend it by a further 60 days on a good-faith application (s. 27(12B)(a), (13)).

Appeal. A refusal to reserve or to extend may be appealed to the designated officer within 30 days; the designated officer's decision is final (s. 27(12C)).

Caution. Reservation "does not in itself entitle" the company to be registered by that name (s. 27(15)), and the Registrar can later direct a change if a name so nearly resembles another as to be likely to be mistaken for it, with a 12-month window for third-party applications on that ground (s. 27(2), (2A)).

Restricted words: "Bhutan", "BTN", "BT", "Druk"; "Group of Companies", "Partnership(s)"; domain extensions (.com.bt); words needing Royal Government of Bhutan approval ("Royal", "Government", "Department"); and "GMC", "GMCA", "HMS", "Gelephu Mindfulness City" or "Authority". Names identical to an RGOB-registered business are refused. Your CSP handles name approval after the EOI.

Step 3: settle the constitution

The constitution is the single constitutional document. Any reference in a document to a memorandum or articles of association is read as a reference to the constitution (s. 4).

Required contents (s. 22(1)). The constitution must be dated and must state: the company's name; for a company limited by shares, that members' liability is limited; for a guarantee company, the members' undertaking to contribute on winding up; for an unlimited company, that liability is unlimited; the full names, addresses and occupations of the subscribers; and that the subscribers wish to be formed into a company and, where there is a share capital, agree to take the number of shares set against their names.

What not to include. Any provision stating the amount of share capital or dividing it into shares of a fixed amount is deemed deleted (s. 22(1A)). GMC shares have no par value (s. 62A). The Act prescribes no minimum paid-up capital; the practical minimum is US$1, subject to higher amounts for regulated activities or tax incentives, to be deposited in the company's bank account as soon as practicable after incorporation.

Shares taken. Each subscriber must declare to the Registrar, personally or through a registered qualified individual, the number of shares (not less than one) the subscriber agrees to take (s. 22(2)).

Model constitution. The designated officer may prescribe model constitutions for private companies and companies limited by guarantee (s. 36(1)). A company may adopt the whole or part of the model, and may adopt it "as in force at the time of adoption" or "as may be in force from time to time" (s. 37(1)–(3)). If it adopts only part, adds provisions or includes objects clauses, a copy of its constitution must be submitted with the incorporation filing (s. 37(4)).

Custody. A signed copy of the constitution, stating the shares each subscriber has agreed to take, must be kept at the registered office (s. 22(4)).

Step 4: line up the people

Member. At least one (s. 20A). A sole director may also be the sole member (s. 145(1)).

Director. At least one director who is "ordinarily resident in GMC" (s. 145(1)). A director is ordinarily resident if resident in GMC "or has a valid work visa or work pass" (s. 145(1A)). Every director must be a natural person aged 18 or over with full legal capacity (s. 145(2)). Before incorporation, each proposed director must file, personally or through a registered qualified individual, a declaration of consent to act and statements that he or she is not disqualified or debarred (s. 146(1), (1A)). Note that the resident director cannot later resign unless another resident director remains (s. 145(5)).

Secretary. Every company must have one or more secretaries, each a natural person whose principal or only place of residence is in GMC (s. 171(1)); the Registrar may waive the residence requirement (s. 171(1AAA)). A sole director cannot also be the secretary (s. 171(1E)). The office must not be left vacant for more than 6 months (s. 171(4A)). A secretary must file a consent declaration on appointment (s. 171(1B)).

Registered qualified individual. The Act allows formation to be handled by "a registered qualified individual", meaning a person approved by the GMCA to provide or supervise corporate services (s. 4). Such a person can make the s. 19(2) declaration and the director and subscriber declarations on the client's behalf.

Step 5: fix the registered office and financial year

Registered office. From the date of incorporation the company must have a registered office in GMC to which communications and notices may be addressed (s. 142(1)); failure attracts a fine of up to $5,000 and a default penalty (s. 142(2)). Notice of the office's situation and, unless it is open at least 5 hours on each business day, its opening hours must be lodged together with the constitution at the time of the incorporation filing (s. 143(1)). The address must be filed through the company's GCRO account within one month of incorporation; the earlier waiver ended on 30 April 2026, and CSPs may supply the office.

Financial year. The applicant must tell the Registrar the last day of the proposed company's first financial year (s. 19(1)(b)). The first financial year runs from incorporation to that date and must not exceed 18 months unless the Registrar approves (s. 198(1)–(2)). Choose this date with the AGM and annual return deadlines in mind (see Step 8).

Step 6: the incorporation filing

Section 19 is the core provision. The person desiring incorporation must:

1. submit the constitution and such other documents as may be prescribed (s. 19(1)(a));
2. furnish the last day of the first financial year and any other prescribed information (s. 19(1)(b)); and
3. pay the prescribed fee (s. 19(1)(c)).

In addition, either a registered qualified individual engaged in the formation, or a person named in the constitution as a director or secretary, must declare that all the requirements of the Act relating to formation have been complied with and that he or she has verified the identities of the subscribers and of the persons named as officers (s. 19(2)). The Registrar may accept that declaration as sufficient evidence.

Fees. The Act says "prescribed fee" and nothing more (ss. 17(9), 19(1)(c), 19(7)). GCRO publishes the current schedule, which it updates periodically:

Renewal falls due annually on the anniversary of incorporation.

Step 7: registration, refusal and the notice of incorporation

On receipt of the documents, information, payment and declaration, the Registrar "must, subject to this Act, register the company by registering its constitution" (s. 19(3)).

Grounds for refusal. The Registrar must not register unless satisfied that all the requirements of the Act have been complied with (s. 20(1)). The Registrar must refuse where the proposed company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in GMC or the Kingdom of Bhutan, or where registration would be contrary to national security or interest (s. 20(2)). An aggrieved person may appeal to the designated officer within 30 days, and that decision is final (s. 20(3)).

Notice of incorporation. On registration the Registrar issues a notice of incorporation stating the date of incorporation, the company type and, where applicable, that it is a private company (s. 19(4)). From that date the subscribers are a body corporate capable of suing and being sued, with perpetual succession and power to hold land (s. 19(5)).

Certificate. A certificate of confirmation of incorporation is issued on application and payment of the prescribed fee (s. 19(7)).

Register of members. For a private company, the Registrar keeps the electronic register of members and enters the subscribers on incorporation (ss. 19(6), 196A).

Timelines. Incorporation takes about one week from receipt of the complete document set through the portal.

Step 8: the post-incorporation filings and deadlines

Four points on this table.

Later corporate actions. Allotments, capital alterations and particulars changes need the internal resolution and lodgment with GCRO within 14 days; allotments and capital changes take effect only when the Registrar updates the Electronic Register. Email GCRO with the subject "[UEN], [Desired Corporate Action], [Company Name]".

Audit. The only audit exemption in the Act is for dormant companies (s. 205B); s. 205C is marked "[Not in use]". A trading company therefore needs an auditor within 3 months of incorporation.

AGM dispensation. A private company may dispense with AGMs by a resolution of all members entitled to vote (s. 175A(1)(a), (2)), or need not hold one if it sends financial statements to members within the s. 203 period (s. 175A(1)(b)). Any member can still require a meeting on 14 days' notice (s. 175A(4)).

Controllers. The register of controllers is kept by the company and is not public (s. 386AF(11)); a central register follows if the designated officer so directs by Gazette (s. 386AN). The company must take reasonable steps to identify controllers and keep the register current (ss. 386AG, 386AH).

Common pitfalls

• Filing before reserving the name (s. 27(11)).
• A constitution that states share capital. Deemed deleted (s. 22(1A)).
• No resident director at the start. Section 145(1) applies from incorporation; a work-pass holder qualifies (s. 145(1A)).
• Forgetting the office-hours notice lodged with the constitution (s. 143(1)).
• A first financial year over 18 months needs Registrar approval (s. 198(2)).
• Assuming a small-company audit exemption. Only dormant companies are exempt (ss. 205B, 205C).

Practical checklist / Next steps

1. Confirm the company type and prepare a name shortlist that clears s. 27(1) and (1A).
2. File the name reservation and diarise the 60-day expiry and the single 60-day extension.
3. Draft or adopt the constitution, remove any fixed share-capital provision, and obtain subscriber declarations of shares taken.
4. Secure a GMC-resident (or work-pass-holding) director, a GMC-resident secretary and a registered office, and file the s. 146 director declarations.
5. Fix the first financial year end (18 months maximum) and prepare the s. 143 office notice.
6. Make the s. 19 filing with the s. 19(2) declaration and the prescribed fee, then apply for the certificate of confirmation.
7. On incorporation: open the register of controllers, appoint the auditor within 3 months, file officer particulars within 14 days, and calendar the AGM and annual return.
8. For tax, immigration or customs questions arising during set-up, GCRO refers applicants to the relevant GMCA department; for licensing, to GFSO.

Frequently asked questions

Do I need a local director to incorporate in GMC?

Yes. Every company must have at least one director ordinarily resident in GMC (Companies Act 2025, s. 145(1)). A director qualifies if resident in GMC or holding a valid work visa or work pass (s. 145(1A)). A sole director may also be the sole member.

Is there a minimum share capital for a GMC company?

The Act does not prescribe one; shares have no par value (s. 62A) and each subscriber must take at least one share (s. 22(2)). The minimum is US$1, higher for regulated or incentive cases.

How long does GMC incorporation take and what does it cost?

The cost is US$2,000 to register a private company limited by shares, US$2,000 annual renewal, and about one week from complete documents. Fees and requirements are revised from time to time, so confirm before filing.

Can a corporate service provider file on my behalf?

Yes, and since 1 November 2025 a GMCA-empanelled CSP is mandatory for every new incorporation. A "registered qualified individual" may make the incorporation declaration under s. 19(2) and the director and subscriber declarations under ss. 146(1A) and 22(2).

Does a new GMC company need an auditor?

Yes, within 3 months of incorporation (s. 205(1)), unless it is dormant (s. 205B). The Act contains no small-company audit exemption; s. 205C is marked "[Not in use]".

Key takeaways

• Incorporation is a s. 19 filing of a constitution, prescribed documents, a first-financial-year date and a fee, backed by a compliance-and-identity declaration.
• Name reservation (60 days plus 60), a resident director, a resident secretary and a GMC registered office are preconditions, not afterthoughts.
• The Registrar must refuse registration on public-order or national-security grounds, with a 30-day appeal to the designated officer.
• The compliance clock starts at the start: controllers register immediately, auditor within 3 months, officer filings within 14 days, AGM within 6 months and annual return within 7 months of year end.
• Fees and processing times are published by GCRO: US$2,000 for a private company, about one week, CSP mandatory.

This article is general information about the law of the Gelephu Mindfulness City Special Administrative Region as at the date above. It is not legal advice and does not create a lawyer–client relationship.

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. 4, 8, 12A, 17, 18, 19, 20, 20A, 22, 27, 36, 37, 62A, 142, 143, 145, 146, 171, 173A, 175, 175A, 196A, 197, 198, 199, 203, 205, 205B, 205C, 386AF, 386AG, 386AH, 386AN
• GCRO FAQ for GMCA Entities (3 June 2026, v0.2), Gelephu Corporate Registration Office