Georgia Company Registration: Forming an LLC in the Country of Georgia

Company Registration in Georgia: How the Public Registry Works

This guide to Georgia company registration covers the country, with its capital in Tbilisi, not the US state. Every Georgian company is registered by the National Agency of Public Registry (NAPR), a legal entity under public law within the Ministry of Justice. Under the Law of Georgia on Entrepreneurs of 2021, registration combines state and tax registration in one act: NAPR passes the data to the Revenue Service, and the identification number the company receives is also its tax number. The company exists from registration, and NAPR’s decision takes effect when published on the agency’s electronic platform.

NAPR’s published service period for registering a company, or any later change, is one working day, or the day of filing under its accelerated service. Applications can be lodged at any NAPR territorial office, a Public Service Hall (the House of Justice) or another person NAPR has authorised, sent by post, or filed electronically through My.gov.ge. The registry extract is issued with the decision, and NAPR can prepare it in English.

Which Legal Form to Register in Georgia

Form	Capital	Main features
Limited liability company (LLC, შპს)	No statutory minimum; any capital is stated in lari, and the statute decides when contributions are paid	One partner is enough; partners appear in the public Registry; run by one or more managers
Joint-stock company (JSC, სს)	At least GEL 100,000 subscribed at registration, with at least 25% paid in money up front and the balance within five years	Shareholders recorded in a share register kept by the company or, above 50 shareholders, a licensed registrar
Branch of a foreign company	None, since a branch is not a separate legal person	Registered with NAPR, which records the foreign company’s registry details and the head of the branch
Individual entrepreneur	None	Not a legal person; personally liable for business debts with all assets

The LLC is the form most foreign founders register and the form of our ready-made Georgian companies. A JSC repays its heavier capital rules only where many shareholders are expected; partnerships and cooperatives exist under the Law too.

Requirements for an LLC in Georgia

Requirement	What the law asks
Founders	One or more natural or legal persons, of any nationality and residence
Manager (director)	A natural or a legal person, appointed for up to three years and reappointable, whose consent is filed unless the founding agreement records it
Founding agreement	The instrument of incorporation, signed by all founders, containing a statute of their own or adopting the standard statute approved by the Minister of Justice
Company name	In Georgian, different from names already registered, with “Limited Liability Company” or “LLC”
Legal address	An actual physical address in Georgia, supported by the owner’s consent or a lease or other use agreement
Capital	Optional; if set, the partners’ percentages must total 100%
Portal contact	The manager’s mobile number and e-mail, used for the company’s electronic address on the NAPR portal

No residency or nationality condition applies to the partners or the manager, so a Georgian LLC can be wholly foreign owned and run from abroad. The legal address needs more care: since the 2021 Law it must be the company’s actual address in Georgia, where its documents can be inspected and a notice delivered counts as received. The registered Georgian address of a founder or manager can serve.

Documents Signed Abroad: Apostille and Georgian Translation

Signatures on the founding agreement must be certified in one of three ways: by a notary; by NAPR or a person it authorises, which certifies signatures immediately when the founders sign in front of its staff; or by an electronic signature made under the Law on Electronic Documents and Electronic Trust Services. A founder who signs before a notary in another country needs the document apostilled or legalised, unless a treaty with Georgia waives that step.

Registry proceedings are in Georgian, so a document in any other language needs a notarially certified Georgian translation, and official time limits only start once it is filed. A founder who will not travel can appoint a representative, but the power of attorney also needs a notarised or electronic signature, with the same apostille and translation rules. Foreign individuals are identified by passport; a corporate founder proves its existence with an extract from its own registry, apostilled and translated.

Registering a Company in Georgia Step by Step

1. Name. Pick a Georgian name; NAPR checks it against registered names and rejects names that mislead about the legal form or the business.
2. Legal address. Secure the premises and the owner’s consent or a use agreement.
3. Founding agreement. Set out the partners’ data and percentages, any capital, the manager and the statute.
4. Signatures. Certify them in Georgia or abroad, then apostille and translate whatever was signed outside the country.
5. Filing. Lodge the application with NAPR, a Public Service Hall or My.gov.ge, with the manager’s consent and the address documents.
6. Decision. NAPR registers within its one working day period, or the same day under the accelerated service, and publishes the decision with the extract. A gap in the file leads to a suspension of up to 30 calendar days.
7. Tax number. Nothing separate is filed with the Revenue Service to obtain one; the registration identification number serves.

Profit Tax, VAT and Dividends After Registration

Since 1 January 2017 Georgia has taxed company profit when it leaves the company rather than when it is earned. A resident company pays 15% profit tax on distributed profit, on payments unrelated to its business, on goods and services supplied without payment, and on representation expenses above the statutory limit. The base is grossed up by dividing the amount paid by 0.85, so a net dividend of 85 carries 15 of profit tax, while retained profit is not taxed. Banks, credit unions, microfinance organisations and loan providers pay 20% on annual profit instead.

Tax or filing	Rule
Profit tax	15% on the objects in Article 97 of the Tax Code; returns monthly, by the 15th day of the following month
Dividend withholding	5% on dividends to individuals and non-resident companies, before any treaty relief; none on dividends received by Georgian companies
VAT	18%; registration within two business days of passing GEL 100,000 of taxable supplies in any 12 consecutive months, or earlier on a voluntary basis
Annual accounts	Financial statements to the Service for Accounting, Reporting and Auditing Supervision by 1 October of the following year
Tax treaties	58 double taxation agreements in force according to the Ministry of Finance; EU directives do not apply

For a Georgian holding company, a dividend paid to another Georgian company is not treated as distributed profit, and a dividend received from a foreign subsidiary can be passed on without profit tax unless it comes from a country with preferential tax treatment.

International Company Status, the Virtual Zone and Free Industrial Zones

None of these three regimes comes with registration; each needs its own status.

• International company. The Government can grant this status to a Georgian enterprise that performs only activities listed in its ordinance and earns income solely from them. Profit tax is then 5% on the usual objects, dividends it pays are not taxed at source, and its employees’ salaries are taxed at 5%. It cannot be set up within a Free Industrial Zone.
• Virtual zone person. Under the Law on Information Technology Zones, a legal person producing information technology in Georgia, meaning work on computer information systems that results in software products, can apply for this status, which the law says is granted within 10 working days of the application. Profit from supplying that IT outside Georgia is exempt from profit tax.
• Free Industrial Zone enterprise. A company established under the Law on Free Industrial Zones pays no profit tax on business permitted in the zone, but pays 4% on goods it sells to, or buys from, persons registered in Georgia outside the zones, and may not provide services to them.

Corporate and Secretarial Upkeep of a Georgian LLC

Georgian company law has no office of company secretary. Secretarial work belongs to the manager, who stays responsible even when an accountant or corporate services firm does it:

• registering every change of partner, manager, address, name or statute with NAPR, adding a consolidated text whenever the founding agreement is amended;
• keeping the legal address real and watching the company’s page on the NAPR portal, where notices count as served after 15 days;
• publishing on the portal what the Law requires to be disclosed, since a failure is an administrative offence;
• renewing or replacing the manager when the term of up to three years ends, failing which the registered manager simply continues;
• putting a sole partner’s decisions in writing, and supporting any dividend with a solvency statement covering the following calendar year;
• filing monthly profit tax returns, VAT returns once registered, and the annual financial statements.

Opening a Bank Account for a Georgian LLC

The account is opened after registration, with the NAPR extract and the charter; for foreign owners the visit is usually what matters. TBC Bank opens business accounts for non-residents only at a branch in Georgia, attended by the director or by a representative with a power of attorney and a certified copy of the director’s ID or passport. Liberty Bank’s remote route is limited to companies whose founders live in Georgia or hold a residence permit. More in our guide to bank accounts for Georgian companies.

When a Ready-Made Company Is the Better Route in Georgia

Seldom for speed. NAPR registers a new LLC within one working day and no capital is required, so forming one is usually simpler. A ready-made LLC helps where a counterparty or a bank wants a company that has existed for some time, or where an identification number or VAT registration already in place is useful from the first invoice. The transfer needs the same certified signatures, apostille and translation as a formation. Our page on ready-made shelf companies in Georgia explains what a buyer takes over.

How We Work on a Georgian Formation

We form new Georgian companies and supply ready-made ones. For company formation in Georgia we draft the founding agreement and statute, coordinate the signatures, apostilles and translations, and prepare the NAPR application. We also help prepare the bank application and, where we have a working contact at a suitable bank, introduce the company, while the decision stays with the bank.

More on Georgia: the Georgia overview, ready-made companies in Georgia, Georgian bank accounts, and our guide to off-the-shelf companies.

Frequently Asked Questions about Company Registration in Georgia

How long does it take to register a company in Georgia?

NAPR’s official service period for registering a company is one working day, or the day of filing under its accelerated service, once a complete application is lodged. The time usually goes on the paperwork around it: certifying signatures, apostilling anything signed abroad and obtaining a notarially certified Georgian translation. If a document is missing, NAPR suspends the file for up to 30 calendar days and restarts the period when the gap is filled.

Can a foreigner register a company in Georgia without living there?

Yes. The Law on Entrepreneurs sets no residency or nationality test for the partners or the manager of an LLC, and a foreign company can be a partner. Founders either sign in front of NAPR staff in Georgia, sign before a notary abroad with an apostille and a Georgian translation, or appoint a representative under a notarised power of attorney. Opening the bank account is the stage where a visit is most likely.

What is the minimum share capital for a company in Georgia?

An LLC has none. It may have subscribed capital, stated in lari, and its statute decides when the contributions are made; NAPR does not insist on a capital figure in every case. A joint-stock company needs at least GEL 100,000 of subscribed capital at registration, of which each shareholder pays at least 25% in money at the outset and the rest within five years.

Does a Georgian company have to be registered in Tbilisi?

No. The legal address can be anywhere in Georgia, provided it is the company’s actual address, where its documents can be inspected and notices delivered, and the owner has consented or a use agreement exists. Tax registration follows the legal address. Filing is not tied to the capital either: an application can go to any NAPR territorial office, a Public Service Hall or the My.gov.ge portal.

Does a Georgian LLC need a company secretary or corporate services?

The Law on Entrepreneurs has no office of company secretary, so none has to be appointed. The manager answers for the registry filings, the disclosures on the NAPR portal and the financial statements, and is appointed for up to three years, after which the registered manager continues until replaced. An owner managing from abroad can hand the practical work to an accountant or a corporate services firm, but the legal responsibility stays with the manager.

Is this the same as forming an LLC in the US state of Georgia?

No. This page is about the country of Georgia, where NAPR registers companies under the Law of Georgia on Entrepreneurs. In the US state of Georgia, companies are filed with the Corporations Division of the Georgia Secretary of State under state law, and our page on company formation in the USA covers American entities.