The Dollar Jurisdiction: Why Every "$" in GMC Law Means US Dollars, and What That Means for Capital, Payroll and Filings

Summary

• Every GMC commercial statute carries a clause reading "$" as the United States dollar: Companies Act 2025, s. 4A; Income Tax Act 2025, s. 2AA; Employment Act 2025, s. 2AA; Employment of Foreign Workforce Act 2025, s. 2AA; Customs Act 2025, s. 3A; LLP Act 2026, s. 2A; Limited Partnerships Act 2026, s. 2A; Business Names Registration Act 2026, s. 2A.
• The GEN Rulebook 2026 does the same: any reference to "dollars" or "$" is to United States dollars unless the contrary intention appears.
• Tax computations and particulars of income "must be denominated in US dollar" (Income Tax Act 2025, s. 62A). A non-USD functional currency may be used only under s. 62B, and chargeable income must still be converted to USD.
• Every threshold, fine and penalty in GMC law is therefore a USD figure: for example the $5,000 fine for failing to keep a registered office (Companies Act 2025, s. 142(2)) and the $500-a-month salary threshold in the Employment Act 2025, s. 54.
• The statutes do not declare a legal tender for GMC and do not impose exchange controls; the Royal Charter directs the GMCA to establish a central bank (Art. 4).

Why GMC needed a currency clause

GMC's commercial statutes are re-enactments of statutes drafted for another jurisdiction (see our guide to where GMC law comes from). Those statutes are full of dollar figures: penalties, thresholds, filing fees, limits. Rather than rewrite every number, the GMC Authority (GMCA) inserted a single interpretive clause in each Act.

The Companies Act 2025 puts it this way, under the heading "References to Singapore dollar read to be United States dollar":

"In this Act, all references to the Singapore dollar ('$' or 'S$' or 'SGD') are read as references to the United States dollar." (s. 4A)

The clause is short, but its effect runs through every section of every Act. It is the reason GMC can fairly be called a dollar jurisdiction: not because a currency law says so, but because the entire statute book is denominated in USD.

The clauses, Act by Act

The pattern is consistent: the GMCA has never enacted a commercial statute without the clause.

What it means for share capital

No par value. Shares of a GMC company "have no par or nominal value" (Companies Act 2025, s. 62A(1)). Any provision in a constitution stating the amount of share capital, or dividing it into shares of a fixed amount, is deemed deleted (s. 22(1A)). The Act does not prescribe a minimum paid-up capital. So a company's capital is whatever its shareholders have paid, and the Act's record of that is in dollars, which means USD.

Redenomination. A company having a share capital may by ordinary resolution convert its share capital, or any class of shares, "from one currency to another currency" (s. 73(1)). A company that has recorded capital in another currency has a statutory route to restate it in USD, or the reverse.

Capital thresholds elsewhere. Where a rule turns on a monetary figure, the figure is USD. This matters most for regulated firms, whose minimum capital is set by the Gelephu Financial Services Office (GFSO) under the Prudential rulebook: the GEN Rulebook's interpretation clause ensures those figures are also USD unless stated otherwise. The figures themselves are not on the face of the Financial Services Act 2025 and we do not state them here.

What it means for penalties and thresholds

Every fine and threshold in the Acts is a USD figure. A few examples show the range:

• Failure to have a registered office in GMC: fine not exceeding $5,000 and a default penalty (Companies Act 2025, s. 142(2)).
• Failure to notify a change in the number of members of a guarantee or unlimited company: fine not exceeding $2,000 and a default penalty (s. 22(1AB)).
• Failure to comply with a Registrar's direction to appoint a resident director: fine not exceeding $2,000, and $1,000 for each day of a continuing offence (s. 145(8)).
• Carrying on business under an unregistered business name: fine up to $10,000 or imprisonment up to two years (Business Names Registration Act 2026, s. 35).
• Register of controllers offences under the LLP Act 2026, Part 6A: penalties of $25,000.
• Customs drawback claims: minimum claim $100 (Customs Act 2025).

For a business used to reading these Acts in their parent form, the practical point is that every number has been revalued into a different currency without being changed. A $5,000 fine in GMC is a USD 5,000 fine.

What it means for payroll

The Employment Act 2025 carries the s. 2AA clause, so its monetary thresholds are USD. The clearest example is the "truck system" provisions in Part 5. Section 54 sets the salary payment methods for workmen by reference to a salary "not exceeding $500 a month" and one "exceeding $500 a month". In each case salary must be payable in legal tender, or in a manner mutually agreed in writing (and, for the lower band, approved by the designated officer). Section 63 confirms that payment into an account at a bank licensed in GMC in the workman's name, or by cheque, is lawful.

Two points of caution apply. First, the Employment Act 2025 uses the phrase "legal tender" but does not say which currency is legal tender in GMC; that is a matter for the GMCA and the central bank the Charter contemplates. Second, the s. 54 thresholds define who is a "workman" for the truck-system rules, not what currency wages must be paid in. Employers should therefore fix the currency of salary expressly in the contract of service and pay through a bank licensed in GMC.

The Employment of Foreign Workforce Act 2025 carries the same clause (s. 2AA), so any levy under s. 11 and any prescribed infringement penalty under Part 5 will be USD figures when the regulations set them. The Act itself does not state the levy rate.

What it means for tax filings

This is where the dollar rule has its sharpest edge.

The basic rule (s. 62A). A person carrying on a trade, business, profession or vocation who must furnish tax computations and particulars of income with a return under s. 62 or s. 71 "must" denominate them in US dollars.

The functional-currency exception (s. 62B). A person who keeps financial accounts in a functional currency other than USD "in accordance with financial reporting standards in GMC" must furnish computations in that functional currency in the prescribed manner (s. 62B(1)). Even then:

• a company's chargeable income "must be converted to an equivalent amount in US dollar", and tax deducted from interest under s. 45 "must remain denominated in US dollar" (s. 62B(2));
• an individual's statutory income and donations must be converted to USD, and unabsorbed allowances, losses and donations are carried forward in USD (s. 62B(3));
• a partner's share of partnership income and donations is converted to USD, with carry-forwards in USD (s. 62B(4));
• any information required in a return must be declared in USD regardless (s. 62B(5)).

The exchange rate (s. 62B(6)). Conversion uses "the average rate of exchange, as made available by the Gelephu Financial Services Office", calculated from the month-end rates over the basis period, or, where GFSO makes no such rate available, the rate the Comptroller determines. For elections under ss. 24 and 25 on transfers of property between parties with different functional currencies, the rate is the rate prevailing at the date of transfer (s. 62B(7)).

Withholding. Tax withheld under s. 45 on interest to non-residents stays in USD even for functional-currency filers (s. 62B(2)). The other withholding provisions (ss. 45A–45GA) operate in the same USD environment.

The design intent is clear. A GMC taxpayer whose books are in USD files without translation. A taxpayer whose books are in another currency files in that currency but is assessed, carries forward and pays in USD, using a GFSO-published rate. The translation risk sits with the taxpayer, not the Comptroller.

What it means for treasury design

For a CFO, the dollar rule changes three things.

Functional currency choice. If the group's reporting currency is USD, a GMC entity with USD books has no tax translation layer at all. If the group reports in another currency, the GMC entity can still keep functional-currency books under s. 62B, but it will carry USD-denominated tax attributes (losses, allowances) that move against the group currency each year.

Banking. GFSO's published licensing process makes a bank account a precondition to the issue of a Financial Services Licence, and the Employment Act 2025 recognises payment into an account at a bank licensed in GMC (s. 63(1)(a)). USD operating accounts are the natural fit for a USD statute book.

Contracts. Governing-law clauses choosing GMC law bring with them a USD frame for statutory damages caps, penalties and thresholds. Pricing, indemnity caps and liquidated damages in a GMC-law contract are most simply expressed in USD.

What the statutes do not say

Precision matters here, so we state the limits.

• None of the GMC Acts we hold declares which currency is legal tender in GMC. The Royal Charter directs the GMCA to establish a central bank (Art. 4); the statutes do not go further.
• None of the GMC Acts we hold imposes exchange controls or restricts the currency in which a private contract may be denominated.
• The USD clauses are interpretive. They tell you how to read "$" in the statute; they do not, by themselves, require a company to keep its books in USD. The Income Tax Act 2025 does that job for tax purposes through s. 62A.

Practical checklist / Next steps

1. Decide the functional currency of each GMC entity at incorporation, and align it with the tax filing route (s. 62A or s. 62B).
2. Record share capital and all subscriptions in USD unless there is a specific reason to use s. 62B, and note that shares have no par value (Companies Act 2025, s. 62A).
3. State the currency of salary expressly in every contract of service and pay through a bank licensed in GMC (Employment Act 2025, s. 63).
4. If books are kept in a non-USD functional currency, build the s. 62B(6) GFSO average-rate conversion into the year-end close and track USD carry-forwards.
5. Re-read every monetary figure in a GMC Act as USD when assessing penalty exposure and thresholds.
6. Ask Basnet Law to confirm any regulator-set USD figures (capital, fees, levies) that the Acts leave to regulations.

Frequently asked questions

What currency is used in GMC law?

The currency is the United States dollar. Each GMC commercial Act reads every "$" as USD (Companies Act 2025, s. 4A; Income Tax Act 2025, s. 2AA; Employment Act 2025, s. 2AA; and the equivalent clauses in the customs, foreign workforce, LLP, limited partnership and business names Acts).

Do GMC tax returns have to be in US dollars?

Yes as the basic rule (Income Tax Act 2025, s. 62A). A taxpayer with a non-USD functional currency under GMC financial reporting standards may file in that currency under s. 62B, but chargeable income is converted to USD and return information is declared in USD.

Which exchange rate applies for GMC tax?

The average rate of exchange made available by GFSO, calculated from month-end rates over the basis period; if no GFSO rate is available, the rate the Comptroller determines (Income Tax Act 2025, s. 62B(6)).

Is the US dollar legal tender in GMC?

The statutes we hold do not say. The Employment Act 2025 refers to "legal tender" without defining the currency, and the Royal Charter directs the GMCA to establish a central bank. Businesses should fix the currency of payment by contract.

Is there a minimum share capital in GMC?

The Companies Act 2025 does not prescribe one. Shares have no par value (s. 62A) and provisions fixing an amount of share capital in a constitution are deemed deleted (s. 22(1A)). Regulated firms have capital requirements set by GFSO, expressed in USD.

Key takeaways

• GMC is a dollar jurisdiction by statute: every "$" in every commercial Act and in the GEN Rulebook means USD.
• Tax computations are in USD (s. 62A); a non-USD functional currency is allowed under s. 62B but chargeable income, carry-forwards and return data are converted to USD at the GFSO average rate.
• Fines, thresholds and capital figures are USD amounts, which changes their real value compared with the parent statutes.
• The statutes do not declare a legal tender or impose exchange controls; fix payment currencies by contract.

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

• Royal Charter No. 1 of 2024 (GMC), Art. 4
• Companies Act 2025, ss. 4A, 22(1A), 22(1AB), 62A, 73, 142, 145(8)
• Income Tax Act 2025, ss. 2AA, 24, 25, 45, 45A–45GA, 62, 62A, 62B, 71
• Employment Act 2025, ss. 2AA, 54, 63
• Employment of Foreign Workforce Act 2025, ss. 2AA, 11; Part 5
• Customs Act 2025, s. 3A
• Limited Liability Partnerships Act 2026, s. 2A; Part 6A
• Limited Partnerships Act 2026, s. 2A
• Business Names Registration Act 2026, ss. 2A, 35
• GEN Rulebook 2026 (Version 1.0), Interpretation, para. 6