Company Registration in Georgia

Located in the Caucasus region of Eurasia and bordered by Russia to the north, Black Sea to the west, Turkey and Armenia to the South and Azerbaijan to the southeast, is the country, Georgia. Tbilisi is the capital of Georgia and is a known member of the United Nations, the Council of Europe, and the GUAM Organization for Democracy and Economic Development.

Operating on a ‘one contact’ principle, opening a company in Georgia involves documentation and state registration. Moreover, across various business fields such as health, safety, environmental protection, gambling, communications, and energy, establishing a company is feasible.

Advantages of incorporating a company in Georgia are

Free Industrial Zones: Businesses or companies can incorporate themselves in specific cities within Georgia, designated as Free Industrial Zones (FIZs), thus availing various benefits. Notably, these advantages include tax exemptions on corporate income tax, import tax, or local property tax, as well as reductions in building inspection fees, regulatory fees, and other associated costs. Among the Free Industrial Zones (FIZs) cities are Poti, Kutaisi, and Tbilisi.

Favourable tax regimes: The corporate tax rate is pegged at 15% which is among the lowest in Europe.

There is no requirement of capital for starting a company in Georgia.

The taxation system in Georgia divides into three categories at the federal level: Federal, state, and local levels, with the federal level tax receiving the highest priority.

Corporate Profit Tax (15%)

Value Added Tax (18%)

The Georgian authorities have no restrictions placed on currency conversion, capital returns and profits.

An entrepreneur must provide the following documents in order to register a company in Georgia, to the National Agency of Public Registry of the Ministry of Justice of Georgia. They include:

Identity card or notarized power of attorney from the Founder or CEO of the company to begin the registration process;

Application (received by the registering officer of the Ministry of Justice, who accepts the documents);

Agreement / charter of the company, signed by all participants and notarized;

The tenancy agreement for the office (legal address)

Receipt of payment of state duty

Simultaneously performing tax registration and company registration in Georgia.

The characteristic feature of the legislation doesn’t obligate the entrepreneur to provide information about the size of the share capital. For registration, a visit to the Ministry of Justice is necessary, requiring a minimally prepared package of documents. Additionally, accompanied by someone fluent in Georgian, one can proceed with the registration process in person. Subsequently, on-site, the registration application is submitted along with the payment of state duty. Additionally, separate applications for VAT and registration as an electronic payer need to be filed with the Taxation Revenue Service of Georgia.

The following companies can be registered in Georgia:

Sole Proprietorship

Any person or legal entity, regardless of the citizenship or residence can register companies in Georgia according to The Law for Entrepreneurs, which has currently been in force (as amended on 30.06.2017), except sole proprietors (citizens of Georgia) or owners of real estates in its territory, due to the credit and tax obligations.

LLC (Limited Liability Company)

Many prefer registering this form in Georgia because it separates the properties of the founders/participants from the property of the enterprise. Liabilities emerge based on the company’s authorized capital or assets held by the company on the day of the claim, should any financial conflicts arise with creditors or tax authorities.

Joint-stock company

These entities have capital divided into shares that founders and third-parties can own. If the company incurs loss, the partners or participants are not personally liable.

General and Limited partnership

The business form rarely used in Georgia is Limited partnership. In different activities, some of the partners/participants (commandite partners) do not participate directly, but are involved only in raising capital with their liability. Moreover, they receive dividends from the company’s activities. Furthermore, among other members of the partnership, liability is unlimited, thereby making them full partners.

Solidarity Company

In this type, in the name of the company several individuals (partners) carry out business activities which are accountable for the company’s activities with their assets.

Corporation

Separate from its owners or shareholders lies the Corporation which may still exist regardless of the status of the individual shareholders.

If you thinking to start a business in Georgia, the following steps should be followed by both local and foreign investors:

To select a company type in Georgia, Blackswan works with the client that will suit the business activity.

To select a suitable company name, Blackswan works with the client.

Blackswan registers the company’s name with the National Public Registry of Georgia and proceeds with the preparation of the necessary documents. Additionally, Blackswan assists the client in notarizing the documents with a Public notary in Georgia.

The Entrepreneurial Register will issue an identification number.

A corporate bank account at any of the Georgian commercial banks has to be opened by a client which is assisted by Blackswan.

There are many benefits of business incorporation with Blackswan in Georgia that include:

• Full range of related services: a full range of legal, corporate, government, and business intelligence related services is provided by Blackswan.
• Professionals and expertise of Law: Best professionals are always available to help you with worldwide registration and legal maintenance of companies, accounting services and audit, tax planning and optimization, trademark and patent registration, and many more.
• Thorough domestic service: Our services cover every region in Georgia.
• Free initial advice: Free initial advice, as well as services to analyze and develop a legal position on the issue you have raised is provided by lawyers at Blackswan.
• Fast and safe: Every client’s details are secured with Blackswan.
• Efficiency and productivity: Up to date personalized services are provided by Blackswan to help your business succeed.

Blackswan can help you, if interested in registering and incorporating a company in Georgia. Just drop an email and boost your business to the next level!

Set of Documents

• Company Charter
• License
• Registration Certificate
• Summary record of the meeting

Nominee Director and Shareholder

• Agreement between the Nominee Directors and the Beneficial Owner
• Apostille Power of Attorney
• Consent Letter
• Deed of Trust
• Director Resignation Letter
• Nominee Director is an individual resident in Georgia.
• Nominee Director’s Declaration
• Nominee Shareholder
• Resolution affecting the issuing the Power of Attorney
• Share Transfer