Corporate Law at Georgia
Sure! Here’s a clear overview of Corporate Law in Georgia (the country):
Corporate Law in Georgia
Georgia has developed a modern and business-friendly corporate legal framework designed to attract foreign investment and promote entrepreneurship. The legal system is based on civil law with influences from European law.
1. Legal Framework
The key legislation is the Law on Entrepreneurs of Georgia (2014), which regulates the formation, operation, and dissolution of companies.
Supplemented by the Civil Code of Georgia and other sectoral laws.
The National Agency of Public Registry (NAPR) handles company registration and corporate filings.
Georgia is a member of the European Union Association Agreement, aligning many laws with EU standards.
2. Types of Companies
Common company forms under Georgian law include:
Limited Liability Company (LLC / LLC) — The most popular form.
Requires at least one founder.
No minimum capital requirement (but practically, capital is often nominal).
Limited liability for members.
Joint Stock Company (JSC)
Can be public or private.
Requires minimum share capital of GEL 50,000 (~USD 16,000).
Shares can be publicly traded (for public JSCs).
Individual Entrepreneur (Sole Proprietorship)
General Partnership
Limited Partnership
Cooperative
3. Key Features
Easy Company Formation: Registration typically completed within 1–3 business days.
Limited Liability: Shareholders or members are liable only up to their capital contribution.
Management:
LLCs managed by one or more directors.
JSCs have a Board of Directors and shareholders’ meetings.
Capital Requirements:
LLCs: no minimum capital.
JSCs: minimum GEL 50,000.
Transfer of Shares:
LLCs: transfer restrictions can be imposed in the charter.
JSCs: shares are freely transferable unless restricted.
Corporate Governance:
Shareholders' meetings required for key decisions.
Financial statements must be prepared and submitted annually.
4. Company Registration
Companies are registered at the National Agency of Public Registry (NAPR).
Documents required include the charter (articles of association), founding documents, and identification.
Online registration is available.
Tax registration is done simultaneously.
5. Taxation and Compliance
Corporate Income Tax: 15%.
Georgia has a unique Estonian-style tax system — corporate profits are taxed only when distributed (dividends).
Value Added Tax (VAT): 18%.
Companies must file annual financial statements prepared in accordance with International Financial Reporting Standards (IFRS).
Compliance with labor laws and social security contributions is mandatory.
6. Dispute Resolution
Corporate disputes are handled by the Civil Courts.
Arbitration is recognized and supported.
Courts in Georgia are generally considered independent and efficient relative to the region.
Summary
Georgia’s corporate law framework is modern, streamlined, and very investor-friendly, making it easy to start and operate a business. It offers flexible company structures, straightforward registration, and favorable tax regimes that encourage reinvestment and growth.
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