Company incorporation in Georgia: Registration of an entrepreneur

State and tax registration is mandatory for companies in Georgia. Both must be carried out at the same time at a registration authority. The Ecovis experts explain how the company incorporation in Georgia works and which documents companies must submit.

Company incorporation procedure

Only a partner of a general partnership, a limited partnership and a limited liability company must be registered with the registry. A business shall be deemed established from the moment of its registration. A limited liability company or a joint-stock company may be established by one person.

To register a company, the following documentation must be submitted to the registration authority:

1. Founding agreement.
2. The consent of each person with management and representative powers over the company to perform their stated functions, unless their consent is expressed in the founding agreement.
3. The use of an address as a company’s legal address must be confirmed by the owner. Usually, this process requires written consent.
4. The founding agreement must include the company charter. The Ministry of Justice can provide an official charter template which can be used for registration purposes. However, lawyers prefer individually submitted charters. These can be written by the partners or by lawyers.

Do you have questions about the new rules for company incorporation in Georgia? We can support you with the legal implementation.

Ana Samsonia, Head of Legal Department, ECOVIS Georgia, Tbilisi, Georgia

Capital requirements

There is no requirement for a limited liability company to have any initial capital. Capital registration is not required. The minimum amount of subscribed capital of a joint-stock company at the moment of registration is GEL 100,000 (approx. EUR 35,000).

In the case of the incorporation of a joint-stock company or an increase in its capital, the shareholder(s) must make the contributions within five years from the moment of registration or the increase in capital, unless the statutes define a shorter timeframe.

Liability

A limited partner of a limited partnership, or a partner in a limited liability company, joint-stock company or cooperative shall not be liable to creditors for the obligations of the company. A limited liability company (LLC) is the most common form of registration. This is mainly due to the issue of limited liability and because there is no mandatory capital requirement.

Incorporation timeframes

A company can be established on the day of submission of the documents, or the following day. The registration authority may ask for additional information or documentation. If documents are signed abroad, they must be notarised and apostilled. An alternative to this is to issue a power of attorney.

For further information please contact:

Ana Samsonia, Head of Legal Department, ECOVIS Georgia Legal, Tbilisi, Georgia Email: ana.samsonia@ecovis.ge