Registering a private company limited by shares in the Gelephu Mindfulness City costs US$2,000, takes about a week once the file is complete, and cannot be done without an empanelled corporate service provider. That last point catches most people out. Since 1 November 2025 you cannot simply fill in the form yourself, and the registry will not let you try. Everything in this guide reflects the published practice of the Gelephu Corporate Registration Office as at September 2026.
In short
- The entry point is an expression of interest submitted through the GCRO online portal. The Gelephu Mindfulness City Authority decides whether your business case fits the city's priority industries before you get login credentials.
- Since 1 November 2025, engaging a corporate service provider from the empanelled list is mandatory for all new company incorporations. Bhutanese owned sole proprietorships are the exception.
- Published fees: US$2,000 to register a private company limited by shares, with US$2,000 payable annually on the anniversary of incorporation. Payment is by card or in Bhutanese ngultrum through the Royal Monetary Authority gateway.
- The registry estimates about one week from receipt of a complete set of documents. You receive a certificate of incorporation, a certificate of registered business name and a unique entity number.
- Minimum paid-up capital is US$1. The real constraints are the registered office in GMC, filed within one month, and at least one director ordinarily resident in GMC.
- Dollar figures in GMC law and registry practice are United States dollars unless stated otherwise.
Step one: the expression of interest
The Gelephu Corporate Registration Office is the one-stop digital service portal for business registration, filing and company information. The Companies Act 2025 places the register in the hands of a Registrar of Companies, and the GCRO is the office through which that function is exercised. Every step below happens inside that portal, and the first stage is a policy decision rather than an administrative one.
You begin by submitting an expression of interest through the online registration system. The Authority then assesses whether the applicant has a suitable business case for GMC and whether the proposal aligns with the city's core business industries. Those eight priority industries are spiritual; health and wellness; education and knowledge; agri-tech and forestry; green energy and technologies; finance and digital assets; aviation and logistics; and tourism.
Two practical consequences follow from this. First, an underprepared expression of interest is a wasted month. Describe the business, the revenue model, the people and the reason GMC rather than anywhere else. Second, if your activity sits outside those industries, expect to explain the fit rather than assume it.
The system notifies you automatically whether the proposal has been accepted or rejected. On acceptance you receive login credentials.
Step two: choosing a corporate service provider
Once you are inside the system you are required to select a corporate service provider, and this is not optional. Effective 1 November 2025, engaging a CSP is mandatory for all new company incorporations in GMC. Existing companies may engage one for continuing support.
The Authority empanels the providers. As at the June 2026 publication of the registry's guidance, four had been empanelled: two fully empanelled providers authorised to serve all companies, and two provisional providers empanelled for a six month term and authorised to serve only companies that are 100% Bhutanese owned. The current list is published on the GCRO portal and changes as provisional terms expire or new providers are added, so check it rather than relying on a figure in an article.
Bhutanese owned sole proprietorships do not require a CSP.
The CSP is not a rubber stamp. It handles name approval, submits the particulars and documents, and in most cases will act as company secretary and provide the registered office address service. Corporate service providers are also a category of designated non-financial business and profession, which means they carry their own anti-money laundering obligations. Expect real onboarding diligence on your beneficial owners before anything is filed.
Step three: name approval and the restricted words
The Companies Act gives the registry the right to refuse a name that is undesirable, identical to an existing business registered with the Royal Government of Bhutan, or that contains restricted terms. The published restricted list includes Bhutan, BTN, BT and Druk; Group of Companies; Partnership and Partnerships; domain extensions such as .com, .bt and .gov; terms requiring prior Royal Government approval such as Royal, Government and Department; and GMC, GMCA, HMS, Gelephu Mindfulness City and Gelephu Mindfulness City Authority.
That list eliminates a surprising number of first choices. Your CSP runs the name approval process after your expression of interest is approved.
Step four: documents, iteration and payment
The applicant or the chosen CSP submits the required particulars and documents through the portal. Where there are deficiencies or open questions the GCRO and the applicant iterate until the file is clean. This iteration is where most of the timeline is spent. The registry's one week estimate runs from receipt of a complete set of documents, not from the day you first upload something.
Once the file is complete you are asked to pay the incorporation fee through the system, by credit card via Stripe or by ngultrum payment through the Royal Monetary Authority gateway.
The published fee schedule
| Entity type | Registration fee | Annual renewal | Notes |
|---|---|---|---|
| Private company limited by shares | US$2,000 | US$2,000 | Renewal payable annually on the date of incorporation |
| Public company limited by guarantee | US$500 | US$250 | Renewal payable annually on the date of incorporation |
| Branch of a company | US$2,000 | US$2,000 | Renewal payable annually on the date of incorporation |
| Sole proprietorship | US$250 | US$125 | Renewal payable annually on the date of incorporation |
| Special unique entity number | US$3,000 | Not applicable | One time fee, any company type |
These are the registry fees only. They do not include your corporate service provider's fees, registered office charges, audit, or the cost of any financial services licence.
Step five: what you receive
Once approved, the company receives a certificate of incorporation and a certificate of registered business name, together with a unique entity number. The unique entity number is the identifier you will use for every subsequent interaction with the registry, with the tax office and with banks. If you want a chosen or memorable number, the special unique entity number fee of US$3,000 buys one, once.
The four entity types and what to pick
At present the city recognises four types of business entity: a private company limited by shares; a branch of a company, foreign or already established in GMC, including an entity registered in Bhutan through the Corporate Regulatory Authority; a public company limited by guarantee; and a sole proprietorship.
For almost every commercial user the answer is the private company limited by shares. It is a separate legal entity with limited liability, and it is the vehicle the Companies Act 2025 is built around. A branch keeps the parent fully liable for the branch's operations and requires an authorised representative in GMC to accept service. A company limited by guarantee suits membership and not-for-profit structures, and its fees are notably lower. A sole proprietorship is not a separate legal entity and every liability rests on the proprietor personally. Partnerships, limited partnerships and limited liability partnerships now have their own GMC statutes, so the recognised list should be expected to widen.
After incorporation: the obligations that bite
Paid-up capital. The minimum paid-up capital is US$1. Higher minimums may apply to specific industries or activities, in particular regulated financial services, or where a company wants to qualify for certain tax incentives. Subscription monies must be deposited into the company's bank account as soon as practicable after incorporation, and for later allotments the capital must be in the account before the filing is made.
Registered office. Every company and branch must have a registered office address in GMC, where communications are received and registers are kept. The waiver period for this ended on 30 April 2026. Companies must now comply, and must file the registered office address through their GCRO account within one month of incorporation. Failure to maintain one is an offence under the Companies Act carrying a fine of up to US$5,000 plus a default penalty. Corporate service providers are authorised to supply a registered office address service.
Resident director. The Companies Act requires every company to have at least one director ordinarily resident in GMC, meaning resident there or holding a valid work visa or work pass. A branch needs a resident authorised representative instead. The waiver for this also ran to 30 April 2026. If a company cannot satisfy the requirement, the Registrar has power to revoke its registration.
Officers. Each company must have at least one director, one shareholder, one secretary and one auditor. The secretary must be appointed by the directors and the role must not be vacant for more than six months. A data protection officer must also be designated, with contact details made public.
Auditor. Appointed within three months of incorporation. A company may not appoint its own corporate service provider, or an affiliate of it, as auditor.
Ongoing filings. Changes in officers or members are lodged within 14 days. An annual general meeting is held within six months of financial year end and the annual return filed within seven months. Accounting records are kept for five years, financial statements follow international financial reporting standards, and a first financial year may run up to 18 months from incorporation.
After the certificate: sequencing the next steps
Banking is a separate step from registration. Account opening runs with the bank on its own timetable, so begin it as soon as the certificate issues.
The one week estimate runs from a complete file. Complex ownership chains, corporate shareholders in multiple jurisdictions and politically exposed persons add to both the CSP's diligence and the registry's review, so assemble those documents first.
If your business needs a financial services licence, incorporation is a precondition rather than the finish line. The licensing route through the Gelephu Financial Services Office runs on its own timetable and has its own capital requirements.
Work passes, immigration and the resident director should be arranged alongside incorporation, since that requirement is now live.
Frequently asked questions
How much does it cost to register a company in Gelephu Mindfulness City?
The published registry fee for a private company limited by shares is US$2,000 to register and US$2,000 each year on the anniversary of incorporation. A sole proprietorship is US$250 and US$125. These are registry fees only and exclude your corporate service provider, registered office and audit costs.
How long does it take to incorporate in GMC?
The GCRO estimates about one week from receipt of a complete set of documents through the portal. The expression of interest stage and the document iteration before that are separate and depend on how well prepared the application is.
What is the minimum capital to start a company in GMC?
The minimum is US$1 of paid-up capital. Higher minimums apply to regulated financial services activities and to some tax incentive routes. The subscription monies must be deposited into the company's bank account as soon as practicable after incorporation.
Do I need to live in Gelephu to own a GMC company?
No, but the company must have at least one director who is ordinarily resident in GMC, meaning resident there or holding a valid GMC work visa or work pass. It must also have a registered office address in GMC, filed within one month of incorporation.
The bottom line
The registry process in Gelephu is clearer and faster than its reputation suggests, and the fees are published rather than negotiated. What trips people up is not the cost but the sequence: a policy screening before you can even start, a mandatory intermediary, and two compliance requirements, the registered office and the resident director, whose waiver periods have now expired. Plan for the corporate service provider's diligence rather than resenting it, because that is where the calendar is won or lost. Basnet Law Pte. Ltd. is the first incorporated law firm in the Gelephu Mindfulness City and can confirm the current fee schedule, empanelled provider list and registry practice before you commit to a structure.
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.
Sources
- Acts: Companies Act 2025 (GMC Law No. 1 of 2025), ss. 8, 17, 18, 19, 20, 20A, 27 to 29, 142, 145(1), 145(1A); Business Names Registration Act 2026 (GMC Law No. 1 of 2026); Application of Laws Act 2024 (GMC Law No. 1 of 2024); Financial Services Act 2025 (GMC Law No. 5 of 2025), Schedule 1
