A limited liability company (LLC) in Georgia is a legal entity formed by maximum 50 shareholders and may be incorporated by at least one founder. This is the most popular type of legal entity preferred for incorporation by both local and foreign investors and our team of specialists in company formation in Georgia can offer in-depth assistance regarding the registation of this business form.

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What are the main incorporation aspects related to the Georgian LLC?

The capital of the limited liability company opened in Georgia is divided into shares and the responsibility of each member is limited to the value of his/her shares. The shares are freely transferable and the members may also leave them as inheritance. If a member of the company owns a single share, that share can’t be sold. At the same time, it is important to know that the entity registered as a limited liability company must add in its trading name the particle “LLC”, the abbreviation available for this legal entity.

Another important aspect referring to the limited liability company in Georgia is that this entity can be set up by an individual or by a legal entity. This is the most common business form registered in Georgia due the liability of the shareholders, which is limited to the number of shares they own in the company. Each limited liability company is based on a charter, where all the internal regulations of the company are stipulated.

We invite you to watch a short video about how you can open a company in Georgia:

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What happens during the general meeting of the shareholders in Georgia?

The highest authority in a limited liability company in Georgia is the general meeting of the shareholders. The general meeting is usually held on a yearly basis and the shareholders can take decisions regarding the beginning and termination of the commercial activities in which the company is involved, the purchasing or selling of real estate property, buying or selling shares, the approval of the annual statements. They may also decide on matters such as borrowing money, the request of paying deposits or refunding deposits, naming the directors and approving their reports.

A general meeting may also be appointed by the company’s director. He must send an invitation alongside with the meeting agenda to all the participants with minimum one week before the meeting. The participants may bring modifications to the agenda in maximum three days after receiving it. The participants at the meeting are allowed to take decisions only if the partners with decisional power are attending. If not, another meeting with the same agenda may be appointed. This time, the decisions are taken even if the partners with decisional power are not participating.

A limited liability company established in Georgia may also have a supervisory board, named by the general meeting. The limited liability company’s interests are represented by an appointed director; our team of Georgian company formation agents can offer more details related to other similar matters.

How can a foreign investor register a company in Georgia?

If an entrepreneur is willing to set up a limited liability company in Georgia, he or she can do it by registering at the Entrepreneurial Register. The institution will require a set of company documents, which are compulsory during the registration procedure. The necessary documents are the following:

• the company charter – which is the formal document that establishes the legal entity that will operate in Georgia;
• the document which stipulates the value of the contributions of each member;
• an application which contains information regarding the name of the company, the legal entity of the company, the amount of share capital, documents for naming each member of the supervisory board and management board;
• in the situation of a company set up as a limited liability one, the application should also contain the address, the business plan, date of starting the business and details regarding the founder of the company (name, address, place of birth and the profession).

After depositing it, the representatives of the limited liability company must open a bank account. The corporate bank account can be set up at any commercial bank in Georgia, after providing certain documents requested by the institution. With this last step, the limited liability company may start its commercial activities.

What are the main regulations related to company formation in Georgia?

The registration of company in Georgia is performed following the rules and regulations imposed by the Civil Code 1997, the Law on Entrepreneurs 1994 and the Law on Assistance and Guarantees for foreign investments. These rules of law prescribe the manner in which new businesses are set up here. For example, the documents which are necessary for the registration procedure have to be translated into the local language.

Moreover, foreign investors interested in setting up a company in Georgia have to notarize the company’s documents at a public notary. Furthermore, the documents have to be legalized in the country in which the foreign shareholders are residents, in accordance with the provisions set up by the Hague Convention.

Those who want to register a limited liability company must know that they have to be present in the country during the incorporation procedure, for legal matters concerning the notarial aspects or to submit the requested documents to relevant authorities. Another important aspect refers to the duration of the incorporation process. Businessmen should know that the procedure can be performed in maximum one week.

What types of legal entities can investors set up in Georgia?

Besides the limited liability company, foreign investors may also set up other types of business forms. For example, both local and foreign businessmen can start a general or a limited partnership. Also, foreign companies can expand on the local market through a subsidiary or a branch office. Please note that the subsidiary is considered an independent business structure, as opposed to the branch office.

What are the main corporate taxes in Georgia?

In Georgia, the standard value added tax (VAT) rate is 18%. There are no reduced rates, but a 0% VAT rate applies to exports, services of tour operators, electrical power, international shipping activities or transfers of gold to the National Bank of Georgia. The corporate income tax rate for a business in Georgia is 15%. As a general rule, Georgia does not apply the excise tax, but certain categories of products can be subjected to this tax. It is important to know that a company has to register for VAT purposes in Georgia as long as the company’s anuual revenue is of minimum GEL 100,000.

In Georgia, dividends distributed by a company are subject to a 5% dividend tax rate, no matter if the dividends are paid to a non-resident entity or an individual. However, in the case of the dividends distributed from a Georgian company to another local company, there is no tax base. Businessmen who want to open a company in Georgia should know that, overall, the country provides an attractive and welcoming business environment.

Why invest in Georgia?

Georgia has one of the most competitive markets in its region, which offers numerous incentives for the development of the business environment. Georgia offers three industrial zones, created to cater the needs of specific business sectors and they are to be found in Poti, Kutaisi and Tbilisi.

One of the main advantages for starting the procedure of company formation in Georgia in one of its free economic zones refers to the tax advantages the investors can receive, as such areas provide specific tax exemptions, depending on the company’s activities. For example, in the case of company exporting goods, the personal income tax will be the single tax that will be applied to the company.

Investors can also benefit from the provisions of the double taxation treaties signed in this country, as long as they are tax residents of one of the countries with which the Georgian authorities have concluded an agreement in this sense. As the moment, Georgia has 54 treaties for the avoidance of double taxation.

Local and foreign investors who need to set up a company in Georgia may contact our specialists in company formation who will offer full assistance for company registration and other additional services. We can also offer information about the company formation process in other countries, through our local affiliates.

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Daniel 2016-07-23
This was an useful article, as I might set up my business operations in Georgia. I suppose the limited liability company should represent the best option.
Sohaib 2016-09-27
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Gohar 2018-03-09
Great information, but I am a foreigner and really want to proceed or expand business there, Is anyone interested in to start business with me?
Albert 2018-05-25
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Call us now at +995 595 11 88 22 to set up an appointment with Valeri Bendianishvili, one of our specialists in company formation in Tbilisi, Georgia. Alternatively you can incorporate your company without traveling to Georgia.

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Articles

Open a Company in Georgia

What are the main incorporation aspects related to the Georgian LLC?

What happens during the general meeting of the shareholders in Georgia?

How can a foreign investor register a company in Georgia?

What are the main regulations related to company formation in Georgia?

What types of legal entities can investors set up in Georgia?

What are the main corporate taxes in Georgia?

Why invest in Georgia?

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