Ready Made Company in Georgia: Buying an Off-the-Shelf Georgian LLC

What a Ready Made Company in Georgia Is

A ready made company in Georgia, also called a shelf or off-the-shelf company, is a limited liability company (შპს) that the National Agency of Public Registry (NAPR) has already entered in its Registry, that has never traded, and whose founder keeps its shares until a buyer takes them over. Nothing new is incorporated. The LLC remains the same legal person with the same identification number, and the buyer steps in as its partner. Article 141 of the Law of Georgia on Entrepreneurs makes the moment precise: a transfer of shares takes effect only when NAPR registers them in the new partner’s name, so the registry entry, not the signature on the agreement, is what the buyer has to secure.

What the company already has	What a buyer should know
A date of registration	Public; anyone can search the Registry and order an extract
An identification number	Assigned when NAPR registered the company, used as the tax number, and permanent under the Tax Code
A founding agreement and statute	Filed copies are published on NAPR’s platform; read them for any restriction on transferring shares
A legal address	Has to be an actual address in Georgia; a buyer can move it to premises of their own
Capital, if the founder set any	Not required for an LLC; contributions still unpaid bind seller and buyer jointly
A VAT registration, if any	Exists only if the company registered voluntarily, and can be cancelled only after a year

How a Share Transfer in a Georgian LLC Is Registered

Step	What happens	Basis
Statute check	Shares pass without the consent of the company or other partners, unless the founding agreement records a restriction	Law on Entrepreneurs Arts. 5(5)(e), 141(1) and (2)
Agreement	Written, with each party’s signature notarised, certified by NAPR or a person it authorises, or made electronically	Arts. 4(3), 12(5), 141(3)
Signed outside Georgia	Apostille or legalisation, plus a notarially certified translation into Georgian	Registration Instruction Art. 25(5); General Administrative Code Art. 73(4)
Application	Lodged by the seller or by the buyer; the selling partner also notifies the company	Arts. 12(3), 141(4)
Buyer’s decisions	A new manager, address or name filed together with the transfer counts as decided by the owner once title is registered	Art. 12(9)
Entry in the Registry	NAPR’s official period is one working day, or the day of filing under its accelerated service	NAPR service terms

Article 12(9) is the Georgian detail that saves a second round. The buyer does not have to wait to appear in the Registry before acting as owner: the application for registration of title can carry the buyer’s own decisions, such as appointing the new manager, moving the legal address or renaming the LLC, and the law treats them as made by an authorised person as soon as the title is registered. Where the founding agreement itself changes, a consolidated text goes in with the amendment. Parties who sign before NAPR staff in Georgia have their signatures certified on the spot.

What Changes When the Buyer Takes Over

• Partner. The buyer’s name, residential address and identification data replace the seller’s in the Registry, which is open to the public. Every partner of a Georgian LLC is registered there.
• Manager. The partners appoint the new manager for up to three years and file the manager’s consent. A natural or a legal person of any nationality or residence can hold the post, and the seller’s manager can be dismissed at any time without reasons being given.
• Legal address. It moves to the buyer’s actual address in Georgia, with the owner’s consent or a use agreement.
• Name. A change is optional; a new name has to be Georgian, carry “LLC” or “Limited Liability Company” and pass NAPR’s comparison with registered names.
• Beneficial owners. There is no central register of beneficial owners in Georgia, so no filing of that kind follows. Banks and other obliged entities identify any natural person who holds 25% or more, or controls the LLC by other means, under the anti-money-laundering law.
• NAPR portal. The new manager takes over the company’s electronic address, where NAPR notices are treated as received after 15 days.

Checks Before Buying a Shelf Company in Georgia

Check	Why it matters
A fresh NAPR extract	It draws on the Registry and on the registers of public law restrictions, tax liens and mortgages, movable and intangible property rights, and debtors, so a seizure, a tax lien or a registered pledge on the shares would appear
Alignment with the 2021 Law	A company registered before 2022 had to bring its data into line before 1 April 2026; if it did not, its registration is suspended, it cannot use or open bank accounts or take part in tax operations, and from 1 January 2027 it faces a defect decision with three months to cure, then revocation
The documents on file	The published founding agreement shows transfer restrictions, classes of shares and any capital
Contributions	Unpaid contributions make the seller and the buyer jointly liable to the company
Tax record	Monthly profit tax returns filed, no arrears, and whether a VAT registration exists

The Bank Account of a Ready-Made Georgian Company

If a shelf company holds an account, the account is the company’s and does not end with the change of partner, yet no bank is obliged to keep serving the new owners. Once the partner and manager change, the bank looks again at who stands behind the LLC and decides whether to keep the account, ask for further documents or close it. In Georgia that review is personal. TBC Bank, for example, registers the director, the beneficial owner and any controlling person as its own clients, and handles non-resident business customers only at a branch, in person or through a representative holding a power of attorney, so a buyer should expect that step. More on opening accounts for Georgian companies and on buying shelf companies with bank accounts.

Why Buyers Choose an Existing LLC in Georgia

• An earlier registration date, genuine and visible in the NAPR Registry, for counterparties, tenders and banks that ask how long a company has existed.
• An identification number already in use with the Revenue Service, and a VAT registration where the founder chose one.
• A company already under the 2021 Law, formed after it or re-registered, with its electronic address set up.
• An existing account where there is one, subject to the bank’s review.

When a Shelf Company Brings Nothing in Georgia

In Georgia it often brings little. NAPR registers a new LLC in one working day, an LLC needs no capital, and the founding papers of a new company require the same certified signatures, apostille and translation as a transfer agreement, so buying saves neither paperwork nor registry time. The ordinary tax rules are the same whoever owns the company and however old it is. A never-traded LLC has no turnover or banking history, and it holds no registration with the National Bank of Georgia, no International Company status and no virtual zone status, each of which follows only from the company’s own application. The buyer also inherits the company’s record and any unpaid contributions. Without one of the reasons above, a new company is simpler: Georgia company registration sets out the NAPR procedure.

How We Help with a Georgian Shelf Company

We supply ready-made Georgian LLCs and form new ones. For a purchase we prepare the share transfer agreement, the buyer’s decisions on manager, address and name, and the NAPR application. We help prepare the bank application and, where we have a working contact at a suitable bank, introduce the company, leaving the decision to the bank.

More on Georgia: the Georgia overview, company registration in Georgia, bank accounts for Georgian companies, and our guide to aged shelf companies.

Frequently Asked Questions about Shelf Companies in Georgia

Can a foreigner buy a ready made company in Georgia?

Yes. Georgian law sets no nationality or residency condition for the partners or the manager of an LLC, and the buyer can equally be a foreign company. A foreign individual is entered in the Registry with passport data in place of a Georgian personal number. What the buyer does need is certified signatures, an apostille and a Georgian translation for papers signed abroad, and the identity checks the bank runs afterwards.

When does the buyer become the owner of a Georgian LLC?

On registration. Article 141(5) of the Law on Entrepreneurs says a transfer of shares takes effect when NAPR registers the shares in the new partner’s name, so signing the agreement is not enough on its own. NAPR’s official period for registering the change is one working day, or the day of filing under its accelerated service, and until then the seller stays the registered partner.

Does a share transfer in Georgia need a notary?

Not necessarily. The agreement has to be in writing, with signatures certified in one of three ways: by a notary, by NAPR or a person it authorises when the parties sign in front of its staff, or by an electronic signature under Georgian law. A party signing outside Georgia uses a local notary, then adds an apostille and a notarially certified Georgian translation.

Will my name appear in the Georgian company register?

Yes. NAPR records every partner of an LLC with name, residential address and identification data, and the Registry is public, as are the documents filed for registration, which NAPR publishes on its platform. Georgia has no separate register of beneficial owners, but that does not make direct ownership private: whoever holds the shares is the person registered.

Does a Georgian shelf company keep its tax number and VAT registration?

The identification number stays, since the Tax Code makes it permanent and the company does not change. A VAT registration exists only if the company registered voluntarily, because a never-traded company has not passed the GEL 100,000 threshold. Such a registration belongs to the company and stays after the transfer; it can be cancelled once a year has passed with taxable supplies under the threshold.

Can I buy a ready-made Georgian company with a PSP or VASP licence?

Not as a shelf company. A shelf company has never traded and hold no registration with the National Bank of Georgia, which payment service providers and virtual asset service providers need before they operate. A buyer planning payment or crypto activity takes over the company first and then applies to the National Bank in its name; a never-traded company adds no regulatory history to that application.

Do I have to travel to Georgia to buy a company there?

Not for the transfer itself. The agreement can be signed before a notary abroad, apostilled and translated, or signed in Georgia by a representative holding a notarised power of attorney. The bank is a separate matter: TBC Bank serves non-resident business customers only at a branch in Georgia, attended by the director or a representative with a power of attorney, and other banks set their own rules.