Establishing a Limited Liability Company (LLC) in Georgia

Establishing a Limited Liability Company (LLC) in Georgia

Legal entities in Georgia are registered by the National Agency of Public Registry – a Legal Entity under Public Law (LEPL) operating within the Ministry of Justice of Georgia.

In the context of registration the involvement of natural persons and legal entities should be distinguished from each other. The list of documentation required for registration of a legal entity depends on who wishes to establish the company – a natural or a legal person.

When a company is being registered by a legal entity, the latter must submit: the extract of the founding legal entity from the Entrepreneurial Registry, information about the founders of the legal entity which is going to register the new company, the charter of the new company, the decision of the partners’ meeting of the founding legal entity, the relevant commercial space owner’s consent regarding the legal address of the new company, the consent of the director (manager) of the founding legal entity regarding the business activities which are to be carried out by the new company, the power of attorney granting a specific natural person the authority to register (directly submit the relevant documents) to the National Agency of Public Registry.

When a company is being registered by a natural person, the latter must submit: a copy of the founder’s identity card, the charter of the new company, the decision of the relevant partners’ meeting, the relevant commercial space owner’s consent regarding the legal address of the new company, the consent of the director (manager) regarding the business activities which are to be carried out by the new company (if the founder is not the director), a notarized power of attorney if the founder desires the registration to be carried out by another person.

From the above mentioned, the charter is a document with which other individual documents of the legal entity must comply. In this regard, it should be noted that the charter itself must provide for the field of activity that the legal entity will carry out. In addition, the charter must also provide for: the brand name of the legal entity, e-mail, legal address, etc.

Any document to be submitted to the National Agency of Public Registry must be translated (or drafted) in Georgian language. However, if the documents are being sent to Georgia from abroad, these documents must first be notarized and apostilled in the relevant foreign country (e.g. in Germany), and afterwards the signed and certified original document must be sent to Georgia. In Georgia it will be necessary to translate and notarize (taking into account the translation itself) only those documents that are drafted in the foreign language. One can then apply to the National Agency of Public Registry.

If the authorized person (the founder) is in Georgia at the time of registration, they will no longer need to translate the documents in Germany (unless they are sending documents from Germany). In such a case, the person is entitled to submit the relevant documents ​​to the National Agency of Public Registry drafted in two languages. They will need an interpreter on the spot (not necessarily an interpreter by profession; such an interpreter may be any person who speaks the relevant languages) with whom they will sign the documents (on the spot).

The time for registration is one business day (100 GEL, approximately 33 EUROS), or in case of expedited proceedings – the same business day (200 GEL, approximately 66 EUROS). If a document is not notarized but signed on the spot, the cost of submission of each such document is 5 GEL (approximately 1.60 EUROS).

The National Agency of Public Registry reviews the documentation. If the Agency determines that it is necessary to submit an additional document or the documents have defects which need to be corrected, the Agency will give the applicant an additional term of thirty calendar days to remedy these defects.

Once the proceedings are completed and the legal entity is registered, information about it will be published on the Internet, on the official website of the National Agency of Public Registry – www.registry.gov.ge. The extract confirming the existence of the legal entity is prepared in Georgian. Upon request of the party, it is possible to prepare the extract in English (provided directly by the National Agency of Public Registry; the cost is 20 GEL, approximately 6.60 EUROS).

Registration of a legal entity is officially the stage of completion of registration. Nevertheless, based on the sharing of practical experience, it is important that after this step the founder should take into account two issues: opening a bank account and registering with the Revenue Service. To open a bank account, the founder will need the same documentation that was submitted to the National Agency of Public Registry. Upon registering with the Revenue Service the legal entity will receive the appropriate data enabling it to keep accounting records.

 

Giorgi Zarnadze