Company Formation in Georgia

Company Formation in Georgia — Register an LLC, JSC, FIZ Company or Branch

ShelfCompanies24 has been forming Georgian companies for international clients since 1995. Our Tbilisi team handles every step of company formation in Georgia on a single fixed-price contract — from picking the right legal form through NAPR registration, Revenue Service tax registration, beneficial-ownership filing and your first Georgian bank account. Most clients are trading inside 1–2 weeks via NAPR digital filing, or in 2–5 working days via a ready-made off-the-shelf Georgian LLC.

Which Georgian Company Type Should You Register?

LLC (შპს / shps) — Limited Liability Company

The Georgian LLC is the workhorse of Georgian commerce. Governed by the Law on Entrepreneurs.

• Capital: none statutory (GEL 1 typical).
• Members: 1+, any nationality.
• Director: at least one director, any nationality.

JSC (სს / SS) — Joint-Stock Company

For listed entities and capital-raising. Min capital GEL 100,000.

Other forms

• Free Industrial Zone Company — for qualifying FIZ activities
• Individual Entrepreneur (IE) — sole-proprietor (not legal person)
• Branch (ფილიალი) — for foreign companies

Form	Min. capital	Formation time	Best for
LLC	None statutory	1–2 weeks	Default — SMEs, holdings, IT
JSC	GEL 100,000	3–6 weeks	Listed groups
FIZ Company	None	2–4 weeks	Manufacturing, processing in FIZ
Branch	Parent-dependent	2–4 weeks	Foreign multinational presence
Off-the-shelf LLC	GEL 1+	2–5 days	Need immediate trading

Step-by-Step Georgian Company Formation Process

1. Strategy call and entity choice

Confirm legal form, member structure, business activity (Georgian NACE codes), Virtual Zone or FIZ eligibility, banking preferences.

2. Drafting Articles of Association (Charter / წესდება)

Drafted by our Tbilisi attorney, bilingual Georgian-English.

3. NAPR registration

Filed with NAPR (National Agency of Public Registry). Processing: typically same-day to 1 working day for fully complete applications.

4. Tax registration with Revenue Service

Tax registration via the Revenue Service e-portal:

• Tax identification number (automatic on NAPR registration)
• VAT registration if relevant
• Virtual Zone Person status application if eligible
• FIZ application if relevant

5. Beneficial Ownership filing

BO Register filing per Georgian AML requirements.

6. Bank account and operational readiness

Georgian banking partners: TBC Bank (largest), Bank of Georgia, Liberty Bank, Credo Bank, Basisbank, plus crypto-friendly options.

Georgian Corporate Tax Environment (2026)

• Estonian-model CIT 15% — applies only on profit distributions; 0% on retained.
• Virtual Zone Person: 0% CIT on foreign-source IT income.
• Free Industrial Zone Company: 0% CIT on qualifying FIZ activities.
• 18% VAT; mandatory above GEL 100,000 turnover.
• 5% withholding on dividends; reduced under DTTs.
• 20% flat PIT.
• EU DCFTA (since 2016) — Deep and Comprehensive Free Trade Area with EU.
• CEPA with China.

Frequently Asked Questions about Georgian Company Formation

How long does formation in Georgia really take?

LLC: 1–2 weeks. Off-the-shelf transfer: 2–5 working days.

What is the Estonian-model CIT?

Corporate profits are taxed only on distribution (dividends, deemed distributions, non-business expenses). Profit retained inside the company faces 0% CIT indefinitely. Adopted by Georgia in 2017, modelled on Estonia’s regime.

What is Virtual Zone Person status?

0% CIT on foreign-source IT income for qualifying IT companies (software development, IT consulting, design). Granted by the Ministry of Finance on application.

Do I need to be Georgia-resident?

No. Neither members nor director need Georgian residency.

How much corporate tax will my Georgian company pay?

0% on retained profits. 15% on distributed. Virtual Zone IT companies: 0% on foreign-source IT income. FIZ companies: 0% on qualifying activities.

What comes after NAPR registration?

Tax registration with Revenue Service, Virtual Zone application if eligible, BO Register filing, bank account opening.

Related Services in Georgia

• Georgia overview — economy, LLC, Virtual Zone, FIZ
• Ready-made off-the-shelf Georgian LLC
• Georgian corporate bank accounts
• Alternative: Turkish A.Ş. or Ltd Şti.

Why Choose Georgia Over Comparable Jurisdictions

Georgia is one of several jurisdictions where ShelfCompanies24 maintains pre-formed entities and active formation services. Why pick Georgia for your LLC specifically? IT zone 5%, Tbilisi free zone, fast formation is the headline reason — but it pays to understand the trade-offs against the alternatives. Below are concrete differentiators that matter when you’re pricing a structure decision against the actual operating profile of your business.

• 2026 corporate tax rate: 15% / 0% retained Estonian-style.
• Formation timeline: 24 hours for new incorporation, 24 hours for shelf-LLC transfer.
• Capital efficiency: ShelfCompanies24 starting fees from EUR 1,500 (formation) and EUR 2,800 (shelf) — well-priced against the equivalent service from Georgian accountants and lawyers approached directly, who typically operate hourly billing without all-in fixed-fee scoping.
• Banking access: our consultants pre-position your LLC with banks that accept the structure for your operating profile, rather than letting your application sit cold in an onboarding queue for 8-16 weeks.
• Strategic location: Georgia sits at a meaningful trade or treaty-network corner, which can move the after-tax economics of your structure compared to alternatives.

Substance, Pillar Two, and 2026 Regulatory Realities

Cross-border corporate structuring in 2026 is governed by a tighter web of rules than in any previous decade. Three forces shape every decision:

• OECD Pillar Two — global minimum effective tax rate of 15% on multinational groups with consolidated revenues above EUR 750 million. Where applicable, Georgia (like every modern jurisdiction) operates a Qualified Domestic Minimum Top-up Tax (QDMTT) so any top-up tax accrues locally rather than to a foreign parent jurisdiction. Smaller groups and standalone companies are out of scope of Pillar Two and continue under the regular Georgia tax regime.
• Beneficial-owner transparency — the National Agency of Public Registry (NAPR) and Georgia’s beneficial-owner register cooperate to maintain a current record of every natural person controlling more than 25% of shares, voting rights, or profit distribution rights of any Georgian corporate entity. We file the initial registration alongside incorporation and maintain it as part of the ongoing service.
• Substance expectations — passive holding companies face a reduced substance test; active income-generating activities face the full test (adequate staff, premises, and management presence in Georgia commensurate with the activity carried on). Your consultant maps your activity profile to the substance level needed before incorporation.

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

Common Pitfalls When Forming a Georgian Company

Issues we routinely see when prospects come to us after attempting the process directly with local providers in Georgia:

• Underestimating documentation — incomplete KYC packs, missing apostille on cross-border documents, or notarisation defects routinely add 2-4 weeks to a 24 hours target. Our pre-flight document checklist eliminates this in advance.
• Picking the wrong legal form — choosing the LLC when an alternative Georgian structure would have been better for the activity profile, or vice versa. Reorganisation later is expensive.
• Bank onboarding mismatch — applying to a bank whose product profile doesn’t match your transaction volume, currency mix, or industry. Re-applying after rejection signals risk to the next bank.
• Gaps in post-incorporation registrations — VAT/sales-tax thresholds, beneficial-owner deadlines, and sector-specific licences each have their own filing windows that the basic incorporation pack doesn’t cover.

Additional Questions about Georgia Formation

Can I change the registered name of a Georgian LLC after acquisition or formation?

Yes. A name change is filed with the NAPR via a directors’ resolution and a routine filing — typically clears in 24 hours. We include up to one name change in the standard fee for both shelf-company purchase and new formation. Subsequent changes are billed at cost.

Will my Georgian LLC have access to EU/EEA double-tax treaties?

Georgia maintains its own bilateral double-tax treaty network (specifics vary by country). Your consultant maps the relevant treaties for your operating profile during the initial scoping. Note that all modern treaties have been updated under the OECD Multilateral Instrument with anti-abuse principal-purpose tests, so genuine substance and commercial purpose matter for treaty entitlement.

How does ShelfCompanies24 protect client confidentiality?

Client information is held under contractual non-disclosure plus the professional-secrecy obligations applicable to corporate-service providers in our home jurisdiction. We do not share client identity or transaction details with third parties beyond what is statutorily required (KYC reporting, beneficial-owner-register filings, AML/CTF reporting where triggered). Our internal access to client files is logged and access-restricted by need-to-know.

What happens if Georgia changes its corporate-tax regime materially?

Material tax changes (rate moves, new minimum-tax regimes, treaty amendments) get communicated to active clients with our analysis of impact. Where the change is structural — for example the OECD Pillar Two implementation in Georgia or a domestic tax-base reform — we proactively flag clients whose structures may need restructuring and offer a pricing-defined remedial path. The client is not left to discover material regulatory change from their accountant or from media reports.

What is the difference between forming a LLC versus a branch of a foreign company in Georgia?

A LLC is a separate legal entity Georgian-tax-resident with its own corporate tax filings and beneficial-owner record. A branch is an extension of a foreign parent — the foreign parent is the legal entity, the Georgia branch books local-source income but the parent’s overall tax liability cascades. Most foreign owners pick a LLC for liability ring-fencing and clean tax accounting; branches are sometimes preferred where the parent has specific group-relief or treaty considerations that depend on common legal personality.

Service Scope — What ShelfCompanies24 Delivers

Engaging us for your Georgian new LLC formation covers the following deliverables under one fixed-fee proposal:

• Initial scoping call — free, 30-45 minutes, with a Georgian-experienced consultant who maps your business model to the right structure.
• KYC pack preparation — checklist, sample templates, and review of your draft documents before submission.
• LLC drafting — memorandum and articles of association, directors’ resolutions, share-capital subscription, registered-office agreement.
• NAPR filing — electronic submission, fee payment, and clearance of any registry queries.
• Tax registration — corporate tax identification, VAT/sales-tax registration where applicable.
• Beneficial-owner register filing — initial filing plus ongoing maintenance during the first 12 months.
• Bank account introduction — pre-screened bank match, supporting documentation pack, and follow-up with the relationship manager.
• Apostille and courier — for cross-border documents requiring legalisation.
• Digital handover pack — certificates, registers, share certificates, banking credentials, and a 12-month compliance calendar.

The deliverable scope is identical regardless of whether you are based in the EU, the US, the UK, the Middle East, or APAC — we operate the same fixed-fee model globally for Georgian corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are quoted line-item separately so there is no scope creep on the headline incorporation or transfer fee.