TIL BDR GHALLEY | Thimphu
The Gelephu Mindfulness City Authority (GMCA) has initiated a two-week public consultation process on six draft commercial legislations aimed at establishing the core legal framework for business registration, partnerships, trade transactions, and contractual regulation within the emerging GMC ecosystem.
The consultation, which opened on 6 April and will run until 20 April, invites feedback from the public, private sector, and professional stakeholders on a package of draft legislation designed to structure commercial activity within the city.
The laws under review include the Business Names Registration Act 2026, Limited Liability Partnerships Act 2026, Limited Partnerships Act 2026, Partnership Act 2026, Sale of Goods Act 2026, and Unfair Contract Terms Act 2026.
The consultation forms part of its ongoing efforts to develop a structured commercial legal environment to support business activity within GMC.
The Business Names Registration Act 2026 (BNRA) proposes the establishment of a statutory system for the registration of individuals and entities conducting business within GMC, along with the registration of their business names.
The draft legislation states that the objective is to enhance transparency and accountability in business operations.
It is also intended to complement the existing Companies Act 2025, as well as the proposed Limited Partnerships Act 2026 and Limited Liability Partnerships Act 2026, creating an integrated legal framework for business identification and regulation.
The Limited Liability Partnerships Act 2026 (LLPA) outlines provisions for the formation, registration, and regulation of limited liability partnerships (LLPs) within GMC.
According to the draft, LLPs are designed as a hybrid business structure combining the operational flexibility and tax treatment of traditional partnerships with the limited liability protection typically associated with companies.
The legislation notes that LLPs are widely used by professional service providers, including law firms, accounting firms, consulting firms, and architectural practices.
The proposed framework is intended to facilitate the establishment of such professional entities within GMC while safeguarding the interests of partners, creditors, and the public through defined regulatory provisions.
The Limited Partnerships Act 2026 (LPA) establishes the legal framework for the formation, registration, regulation, and dissolution of limited partnerships.
The draft sets out the rights and liabilities of both general and limited partners and introduces provisions for registration and public record-keeping.
It also notes that limited partnerships are commonly used in investment structures such as real estate funds, private equity funds, venture capital funds, and project financing arrangements.
The legislation aims to provide legal clarity for such arrangements and support the development of a domestic investment fund industry within GMC.
The Partnership Act 2026 (PA) provides a statutory framework governing the formation, operation, and dissolution of partnerships.
The draft outlines the legal rights and obligations of partners, both among themselves and in relation to third parties.
It also seeks to define the foundational legal structure for partnership-based business arrangements, establishing clarity on internal governance and external liabilities.
The Sale of Goods Act 2026 (SOGA) consolidates the legal framework governing the sale of goods and is intended to provide certainty and predictability in commercial transactions.
The draft outlines key elements of sales contracts, including provisions governing the transfer of ownership and risk from seller to buyer.
It also introduces implied contractual terms unless otherwise agreed by the parties. These include requirements that goods must correspond to their description and meet standards of satisfactory quality.
The legislation aims to establish clear default rules for commercial transactions to reduce disputes between contracting parties.
The Unfair Contract Terms Act 2026 (UCTA) introduces provisions to regulate the extent to which civil liability for breach of contract, negligence, or other duties can be excluded or limited through contractual terms.
The draft stipulates that exclusion or limitation clauses must satisfy a statutory test of reasonableness.
It further provides that liability for death or personal injury resulting from negligence cannot be excluded under any circumstances.
For other losses, including financial damage, exclusion clauses will only be valid if deemed reasonable under the Act.
The consultation period will remain open for two weeks, concluding on 20 April 2026. During this time, stakeholders and members of the public are invited to review the draft legislation and submit their feedback through the official consultation platform.
It noted that submissions may be published in whole or in part, though confidentiality requests for sensitive information may be considered if clearly marked and limited in scope, while blanket or excessive confidentiality claims may be rejected.
If confidentiality is denied, the information will be returned to the contributor and excluded from the review.
The inputs received during this period are expected to inform the finalization of the proposed legislative package governing commercial activity within the Special Administrative Region.
