Georgia: Ready Made Shelf Companies and Company Formation

Georgia: Ready-Made Shelf Companies and Company Formation

Georgia offers international entrepreneurs an attractive entry point: IT zone 5%, Tbilisi free zone, fast formation. The Georgian LLC (Limited Liability Company) is the dominant corporate form for SMEs, holdings, and trading entities, and we hold a stock of pre-formed, never-traded LLCs ready for immediate ownership transfer through the National Agency of Public Registry (NAPR).

ShelfCompanies24 has been arranging company formation and the transfer of pre-registered Georgian entities since 1995. We work with a network of Georgian corporate-service providers, accountants, and banks to deliver a consolidated, start-to-finish service, whether you need your Georgia company ready in 24 hours or a brand-new one built from scratch in 24 hours.

Why Georgia for Your Business

• IT zone 5%, Tbilisi free zone, fast formation, the structural reason serious operators choose Georgia over neighbouring jurisdictions.
• Predictable corporate law, National Agency of Public Registry (NAPR) provides public, searchable filings; ownership transfers are documented and binding.
• 2026 corporate tax: 15% / 0% retained Estonian-style, see the detailed tax breakdown below.
• Pre-formed LLC stock, clean NAPR-registered companies with no trading history, ready for a 24 hours ownership transfer.
• Remote-friendly, most Georgia corporate procedures can be completed without travel; we handle apostille, sworn translation, and digital signature.
• Corporate banking, introductions to local and international banks suitable for a Georgian LLC, without the multi-month onboarding most foreign owners face when they apply alone.
• Single point of contact, your dedicated consultant manages incorporation, banking, accounting, and ongoing compliance for the whole life of the company.

Our Core Services in Georgia

Georgia Company Types at a Glance

Most Georgia clients choose the LLC (Limited Liability Company) for the combination of limited liability, ownership flexibility, and predictable NAPR treatment.

Georgia Corporate Taxation 2026

The 2026 headline corporate tax position in Georgia is 15% / 0% retained Estonian-style.

15% on distribution (Estonian model since 2017) / 0% on retained; Virtual Zone Person 0% on foreign IT; IT Zone 5%.

VAT, withholding-tax, and treaty-network specifics are jurisdiction-dependent and best discussed in a free first call, your consultant will map your operational profile to the correct Georgian tax treatment before you commit to a structure.

Compliance and Reporting Obligations

• Annual financial statements, prepared under Georgian GAAP and filed with the NAPR on a calendar-year or financial-year basis.
• Beneficial ownership transparency, most modern jurisdictions, including Georgia, require beneficial-owner registration alongside the NAPR entity record.
• Tax registration, NAPR entry typically auto-registers the company with the Georgia tax authority; VAT/sales-tax registration is separate where turnover thresholds apply.
• Director and shareholder filings, changes to NAPR must be filed within statutory deadlines; we manage these end-to-end on retainer.
• Audit thresholds, small LLCs usually file abbreviated accounts; medium-sized and large entities meet local audit requirements (typically based on balance-sheet, turnover, and headcount thresholds).

Corporate Banking for Your Georgian Company

A Georgian corporate bank account is critical to operating the company, and one of the practical bottlenecks foreign owners hit when they apply directly. Our consultant introduces you to the right banking partner for your profile (high-volume international transfers, EUR/USD/GBP multi-currency, e-commerce processing, custodial, or simple operating-account-only).

A pre-formed Georgian LLC with clean NAPR entry typically passes bank KYC more smoothly than a newly formed entity, which is why operators in a hurry to begin trading specifically request a shelf company.

Cross-Jurisdiction Comparisons

Operators looking at Georgia often also evaluate similar jurisdictions:

• Compare Turkey corporate options, Bridge EU/Asia, manufacturing, free zones.
• Serbia shelf companies, Non-EU, low tax, gateway to Balkans.

Why Choose ShelfCompanies24 for Georgia

• 30 years of experience, operating since 1995 across Georgia and 55 other jurisdictions.
• Licensed corporate-service provider with a dedicated Georgian desk.
• Pre-formed LLC stock, clean NAPR-registered entities ready for immediate transfer.
• Bundled service: formation, NAPR filings, virtual office and a bank introduction.
• Remote-only, most clients never travel to Georgia; we handle apostille, courier, and sworn translation.
• Post-formation support, accounting, VAT/tax filings, payroll, beneficial ownership filings where the jurisdiction requires them.

How to Register a Company in Georgia, Step by Step

Georgia here is the country in the South Caucasus, with its registry and our desk in Tbilisi, not the American state of the same name. Registering a company there is one of the shorter procedures anywhere: the National Agency of Public Registry works from a charter and an identity document, and the Revenue Service picks the company up from the register.

1. Choose the legal form and the name, an LLC for almost every trading, holding and IT structure, a JSC only where shares are issued to outside investors.
2. Draft the charter, bilingual Georgian and English, fixing the registered address, the business purpose and the ownership of the membership interests.
3. File with the NAPR, which issues the company identification number and publishes the entry in the public register.
4. Register with the Revenue Service, the tax identification follows the NAPR entry, with VAT added once turnover requires it, and Virtual Zone Person status applied for where the activity qualifies.
5. File the beneficial owners, and open the bank account, which is the stage that takes the longest.

Setting Up a Company in Georgia as a Non-Resident

Georgia puts no residency or nationality condition on the members or the director of an LLC, and there is no local director requirement, which is why so much of the demand comes from founders who have never been to Tbilisi. If you are based in the United States, the whole procedure is done at a distance: documents are apostilled at home, signed electronically or at a Georgian consulate, or executed by our Tbilisi attorney under a power of attorney.

Open a Company in Georgia: Buy Ready Made or Register a New LLC

Both routes end in the same place: a Georgian LLC on the NAPR register with a company identification number, a director you appoint, and a tax profile that charges 15% only on distributed profit. What differs is when the company becomes yours. A pre-formed LLC already exists, so the transfer of the membership interest is documented and the NAPR update filed within 24 hours, with the register amendment completing in 2 to 5 working days. A new registration lets you set the name, the purpose and the ownership structure from scratch, and the trade off is the drafting and the registry processing that each filing attracts. Anyone who needs to sign a contract or open a supplier account this week generally takes the ready made route.

Frequently Asked Questions about Georgian Companies

How quickly can I start trading with a Georgian company?

With a pre-formed Georgian LLC the share transfer is documented and the NAPR update filed within 24 hours; the register amendment completes in 2 to 5 working days; you can sign contracts in the company’s name from day one. A newly formed LLC takes 24 hours end-to-end because the National Agency of Public Registry and the tax authority each add their own processing time.

What is the difference between an LLC and a JSC in Georgia?

Both are Georgian corporate vehicles registered with the NAPR. The LLC is the standard SME limited-liability form chosen by most operators. The JSC is typically used for larger, capital-raising or listed structures. Most foreign owners arriving in Georgia pick the LLC unless they have a specific reason, listing plans, multiple investor classes, or a partner-structure preference, to choose otherwise.

Do I need to travel to Georgia to open a company?

No. Georgia corporate procedures are remote-friendly through our consultant network. Documents are couriered, apostilled and sworn-translated where needed; signatures use either qualified electronic signature or notarisation in your home jurisdiction. We handle the NAPR interface end-to-end, most foreign clients never set foot in Georgia.

What taxes will my Georgian company pay in 2026?

The 2026 headline rate in Georgia is 15% / 0% retained Estonian-style. 15% on distribution (Estonian model since 2017) / 0% on retained; Virtual Zone Person 0% on foreign IT; IT Zone 5%. VAT/sales-tax, withholding-tax on dividends, and treaty-network impact depend on your operating profile, a free first call with our consultant maps your business model to the correct Georgian tax treatment.

Can a non-resident foreigner be the sole shareholder and director of a Georgian LLC?

Yes. A Georgian LLC needs one member and one director, both of any nationality, and neither has to live in Georgia or hold a work permit. One person can be both. What the company does need is a registered address in Georgia, which we provide, and a beneficial owner record naming every individual who controls more than 25% of the membership interests or the votes.

Is a Georgian shelf company really ‘clean’?

All ShelfCompanies24 shelf entities in Georgia were incorporated solely to be held in reserve. They have never traded, never opened a customer-facing bank account, never invoiced a third party, and never accumulated tax losses, so the NAPR record shows pure dormancy. This avoids the loss-utilisation and beneficial-owner-disclosure complications that a real ex-trading company would carry.

Should I buy a shelf LLC or form a new one in Georgia?

Choose a shelf LLC when you need to be trading immediately, when banking onboarding speed matters, or when a counterparty insists on dealing with an established legal entity. Choose new formation when you want to design the constitution, share classes, or registered name from scratch and you can wait 24 hours for the NAPR entry. Both options come with the same service, banking introduction, and post-formation support.

Does Georgia have a beneficial ownership register, and can the public see it?

No. Georgia has no central beneficial ownership register. The National Agency of Public Registry publishes the registered partners and directors of a Georgian LLC, which is legal ownership rather than ultimate control, so nominee or offshore holders can sit in that field. Beneficial owners are identified instead by banks and other obliged entities under the 2019 anti-money-laundering law, and that information reaches the authorities through those firms rather than through a register.

How do I register a company in Georgia?

You choose the legal form, draft the charter, and file it with the National Agency of Public Registry, which issues the company identification number and publishes the entry. Tax registration with the Revenue Service follows, along with the beneficial owner filing and, where the activity qualifies, a Virtual Zone Person application. Our Tbilisi desk runs the sequence, and what you provide is identification and a short description of the business.

How do I acquire an existing Georgian company?

A Georgian LLC changes hands by documented transfer of the membership interest. The outgoing director is released, your director is appointed by member resolution, the charter is amended for the new name, address and purpose, and the NAPR record is updated. The beneficial owner register is then refiled in your name. With one of our never traded shelf entities the sequence completes in 2 to 5 working days.

Do Georgian companies pay tax on profits they do not distribute?

No. Georgia has used the Estonian model since 2017: corporate profit is taxed at 15% when it is distributed as a dividend or spent on non-business items, and retained profit is taxed at 0% for as long as it stays in the company. That makes Georgia structurally efficient for businesses that reinvest. VAT is 18% and dividends carry 5% withholding, reduced under the treaty network.