Investors who want to own a business in Georgia, but who do not want to open their own company can purchase a shelf company in Georgia. This company is essentially a legal entity that has been incorporated and has all of its documents in order, but has not had any activity. Therefore, the foreign investor buying the shelf company will begin his/her own business activities in Georgia with this company. Our Georgian company formation agents can make all the necessary arrangements for the purchase of a shelf company. With the help of our experts, you will begin your commercial activities in Georgia as quickly as possible; investors can request in-depth information concerning the documents that need to be signed during the purchase of a shelf company.
| Quick Facts | |
|---|---|
| Legal entities available for shelf company |
– private limited liability company, -public company |
|
Time required for purchasing the company |
1 – 2 days |
|
Types of features it includes (corporate bank account, VAT number, etc) |
– trading name, – statutory documents, – tax identification number, – legal address |
| The advantages of a shelf company |
– simply to purchase, – various uses, – access to private-public partnerships and bids, – access to loans |
| Appointing new directors |
Yes |
| Capital increase allowed |
Yes |
| Certificate of no commercial activities |
No |
| Modify the objects of activity | Yes |
| Participants in the purchase procedure | Buyer or representative and seller |
| The cost of buying a shelf company | EUR1,000 – 3,000 |
| Changes to statutory documents |
– name of the new shareholders, – new name of the business, – name of the new manager, – change of the legal address, etc. |
|
Documents for buying shelf company in Georgia |
– Articles of Association, – sale-purchase agreement, – proof of address, – transfer of shares, – passports or ID, etc. |
|
Change of name – required (YES/NO) |
YES |
| Aged shelf companies | Aged companies have been registered some time ago and have a more extensive history, which can be advantageous in certain situations. |
| New certificate of registration (YES/NO) |
YES |
| Process of purchasing a shelf company |
– choose a service provider, – select a shelf company, – sign an agreement, – make amendments to the company’s statutory documents, – notify the relevant government authorities |
| Virtual office available (YES/NO) |
YES |
| Remote transfer procedure |
You can use a power of attorney (POA) to facilitate the purchase of a company remotely. |
| VAT rates in Georgia |
– 18% (standard), – 0% (export) |
| Corporate income rate | 15% |
| VAT registration |
Some shelf companies might require VAT registration. Our specialists in company formation in Georgia can help you with registration. |
| Shelf companies with specific licenses |
Some companies might need specific permits and licenses depending on their activity (healthcare, hospitality, transport, construction, etc.) |
| Shelf company vs. newly opened company |
– Buying a shelf company in Georgia is cheaper than creating a new one; – The process of purchasing a shelf company is faster and easier; – Shelf companies facilitate the incorporation of a foreign business’ history into a Georgian company when relocating. |
| Additional services provided by our agents |
– tax services, – payroll, – accounting in Georgia, etc. |
| Assistance | Our team can assist you if are interested in opening a business in Georgia through a shelf company. |
Table of Contents
The main features of a shelf company in Georgia
Ready-made companies are great alternative to business forms that need to go through the registration phase, as they already have all the documents in place. However, there still procedures that need to be completed even in their case.
People who buy shelf companies in Georgia will receive it with the following:
- the statutory documents (Memorandum and Articles of Association);
- the trading name which is a mandatory requirement when registering a business;
- the legal address and tax identification number.
It is also possible in the case of aged companies for business history to be integrated in it. This is useful when interested in obtaining a loan with the Georgian bank. Financial institutions will usually perform background checks in order to confirm the financial stability and history of a business before financing them. This also applies when seeking to obtain subsidies with the government.
If you are interested in acquiring a ready-made company in Georgia and need guidance, we are your disposal for support in making all the arrangements. However, if you consider a new business is a more suitable alternative, you can rely on us for complete company incorporation solutions.
How to buy a Georgian shelf company
The purchase of a ready-made company is not complicated, and the first step is to choose a service provider who can present the offer. Usually, such providers have various options for those interested in acquiring such entities, most of them registered as private limited liability companies. This happens because this business form is the most versatile and can be employed for most of the activities that can be completed in and outside Georgia.
Once you have chosen the company you are interested in, a sale-purchase agreement will be drafted for the transfer of shares to be completed. This step takes between one and two days, however, after this you need to consider the changes that need to be made in the enterprise.
From this point of view, in certain cases, starting a new company can be more advantageous. You can obtain more information on this subject from our Georgian company formation officers.
The advantages of a shelf company
One of the main reasons why investors choose to purchase a shelf company is because all the company registration and incorporation procedures have already been completed. This saves time and business activities can be commenced right away. Another reason can be the cost of such a company, although starting prices may vary according to the type of company and the existing maintenance costs.
Another advantage of a shelf company is its acquired longevity. Even though it lacks commercial activities, the company has been present on the market and has had time to age. This can be an advantage if some business partners are interested in the number of years a company has been present on the market. Also, the age of the company can be an advantage for biding on contracts. The most important advantages provided by a shelf company are presented below:
- the company never had any previous business operations and it has all the necessary incorporation documents;
- it is a suitable option for investors who want to start their business operations in Georgia as soon as possible;
- the change of ownership can be completed in a matter of days (usually 1-2 days);
- after the change of ownership is completed, the new investor can start his or her business activities;
- saving time that would otherwise would be spent with the standard incorporation procedure, which takes longer compared to purchasing a Georgian ready-made company.
After the change of ownership is concluded, the new owner of the company can make various changes regarding the company. For example, he or she has the right of modifying the company’s trading name. At the same time, the new owner is entitled to appoint new directors or to change the company’s business address. He or she can modify the company’s objects of activity.
Making amendments after buying a shelf company
There are two steps to consider right after the purchase of a ready-made company in Georgia:
- the amendments to be made to the company’s statutory documents;
- notifying and filing the amended papers with the Trade Register.
All the changes made in a company must appear in the Articles of Association. This will automatically imply the name of the new shareholder, the new name of the business, the name of the new manager, as well as the change of the legal address. These are usually the amendments made upon the purchase of such a company.
After making the amendments with a public notary, application forms for each change and a certified copy of the Articles of Association must be filed with the local office of the Trade Register. Once the papers are verified, a new Certificate of Registration is issued.
Considering most shelf companies come without a VAT number and business license (where required), these are additional steps to consider after making the amendments.
If you need support in VAT registration and applying for a specific business permit, do not hesitate to request the help of our company registration agents in Georgia.
We invite businessmen to watch a short presentation on the shelf companies in Georgia:
What is the most suitable business form for a Georgian shelf company?
A Georgian shelf company is usually incorporated as a limited liability company (LLC). This business form represents the most common way to begin a business activity in this country and this is why most of the shelf companies available for sale are registered under this business form. Our team of specialists in company registration in Georgia can assist businessmen with in-depth information on the advantages of this business structure.
Why purchase a Georgian shelf company registered as an LLC?
There are numerous advantages offered by the Georgian LLC, one of them being the fact that the investors benefit from a limited liability against the company’s debts. It represents a flexible structure with minimum registration requirements. Some of the main characteristics of the LLC are presented below, but investors can request for additional information from our specialists:
- it can be registered with a single shareholder, who can be a natural person or a legal entity;
- it can have a single director, who does not have to comply with any residency requirements;
- since the shelf company is registered in Georgia, the LLC will be considered a tax resident of the country and taxed accordingly;
- the company will be liable to the corporate tax, imposed at the rate of 15%;
- the LLC will also be charged with the value added tax (VAT), applicable at the standard rate of 18%;
- this type of company can be used when registering in the Tbilisi Free Zone.
Shelf company vs. newly registered company in Georgia
If you are in a dilemma about what to choose between incorporating a new company and buying a shelf business, here are some aspects you could consider and that might help you:
- the acquisition of a shelf company is more expensive than the registration of a new one;
- on the other hand, the purchase of a shelf company is completed faster than the incorporation of a new company;
- from a taxation point of view, there is no difference between the two options, as the taxes the company needs to pay are the same;
- the shelf company can be used when relocating a business from another country as it can be used to incorporate its history in the Georgian entity.
You can rely on us no matter the choice you make. We are at your service if you want to open a company in Georgia through any of these options.
Taxation in Georgia
From a taxation point of view, all companies need to be registered with the Revenue Service in Georgia:
- the corporate tax ranges between 0% and 15% depending on whether the company operates in Georgian or one of its free zones;
- the VAT is set at a standard rate of 18%;
- import taxes of 0%, 5%, or 12% also apply depending on the types of goods brought into the country;
- a maximum of 1% property tax of the value of the real estate must also be paid when owning one.
Assistance in purchasing a shelf company in Georgia
If you have chosen to invest in Georgia and want to purchase a shelf company, our company incorporation experts in Georgia can help you search for and acquire the perfectly suitable legal entity. Our experts will make sure that the company comes with no liabilities and has no credit history. Also, we will help you with any necessary additional documents required for the transfer of ownership for the company.
Why invest in Georgia?
Georgia provides a set of attractive characteristics that can make it a profitable business destination. Regardless if the investors prefer to open a business by starting the procedure of company formation in Georgia or by purchasing a ready-made company, the country has one of the most competitive market conditions in its region. The following represent the key assets of this jurisdiction:
- the country signed General Free Trade Agreements with several countries in its region, but also with several European countries;
- a company registered here benefits from simplified accounting procedures;
- companies in Georgia can benefit from an attractive tax system and simplified management procedures;
- foreign investors can purchase properties in Georgia and they can easily apply for residence permits;
- foreign companies operating here can obtain a full repatriation of the profits obtained through business activities developed here.
Who are the main investors of Georgia?
Considering that Georgia made relevant progress in the last years, improving the legal conditions for starting a business here, signing different tax treaties and being more flexible in attractive foreign investments, foreign businessmen are drawn on the local market. For example, in the second quarter of 2018, the level of foreign direct investments (FDI) reached $389.2 million, which marked an increase of 9.4% compared to the same period of 2017.
Its top investors for the respective period were represented by Azerbaijan, the Czech Republic, the Netherlands, the United Kingdom and the United States of America. In the first quarter of the same year, the top sectors for foreign investments were the financial sector, the construction sector and the manufacturing industry. Our team of specialists in company formation in Georgia can provide in-depth information on the regulations addressed to these economic activities.
A shelf company in Georgia offers credibility and has creditworthiness. For more information about purchasing a shelf company and its costs, please contact our company incorporation agents in Georgia. Our consultants may also assist with advice on the taxation scheme applicable to local businesses.
A shelf company is the ideal vehicle through which an investor can avoid all the steps necessary to set up a company in Georgia. However, when purchasing a shelf company, investors will still have to complete several bureaucratic steps.
Such steps refer at signing the purchase documents, making various changes to the company, which must be reported to the authorities, appointing directors, etc.
If you do not want to set up a business in Georgia following the standard route (incorporation, registration, etc.), and you want to purchase a shelf company, please know that the sale price can vary based on the year of incorporation.
Thus, if you will buy a company that was incorporated in 2021 or 2022, you can expect to pay GEL 2.800 (the price does not include VAT).
If you need to calculate your start-up costs (which are rather low compared to other similar states), we invite you to contact our accountants in Georgia, who can help you navigate to any of the financial matters.
Our accountants can help you not only in the initial phases of your business, but also after you start your business operations in this country, when you will need to hire an accountant.