Setting Up a Business in Georgia

The registration of a company in Georgia is based on three essential principles: fast, inexpensive and simple procedures. 

The terms and procedures for registering a company are regulated by the Law on Entrepreneurs, the Law on Public Registry and the Instruction Manual on Registration of Entrepreneurs and Non-Entrepreneur (non-commercial) Legal Persons.

Registration of companies in Georgia is carried out by the National Agency of Public Registry. For the purpose of registration, the law does not require a document verifying the amount or existence of the charter capital. A company is not required to complete a separate tax registration, as pursuant to the Georgian legislation, the initial registration includes both the State and the Tax registration and is carried out simultaneously.

Pursuant to the law, one of the following legal forms can be chosen for organizing a business in Georgia:

Joint Stock Company 

A Joint Stock Company (JSC) is a legal entity the charter capital of which is divided into shares of equal nominal value. The share constitutes to a security certifying the claim of a shareholder in relation to the property of the JSC, the rights and obligations of shareholders and JSC towards one another. The liability of a JSC is limited to its whole assets. Shareholders are not liable for obligations of the JSC.

General Partnership

A General Partnership (GP) is a company whereas several partners carry out continuous and independent entrepreneurial activity under the same company name. The founders are all personally liable for any debt the company may undertake.

Limited Partnership

A Limited Partnership (LP) is a company whereas several persons jointly carry out independent entrepreneurial activity under the same company name. In an LP, the obligations of one or several partners towards the creditors of the partnership is limited to their investments into the company (limited partners - Comandits), while the other partners (Complementars) are personally liable for such debts.

Cooperative

A Cooperative (CO) is a company incorporated with the objective to develop common business and increase the profits of its members. The objective of the CO is to accomplish the interests of its members. A CO is not primarily aimed at gaining profit. The CO is liable to the creditors only with its own property.

Branch Office

Any enterprise may establish a Branch Office (BO). It is the sub-unit of a business entity and is not a separate legal entity. Therefore, the liability of its founder may not be limited to the assets of the branch itself. The latter denotes that the founder is financially liable for the obligations of the branch.

Business Partnership

Business Partnership (BP) is an association of two or more persons (physical or legal persons), who share the responsibility before the creditors as joint debtors and have unlimited personal liability. The degree of responsibility of each partner towards each other is written out in a Partnership Agreement. BP is not a legal person.

Individual Entrepreneur

As the owner of an enterprise, an Individual Entrepreneur (IE) is a physical person whose entrepreneurial activity shall be conducted in an entrepreneurial manner. In legal relations such person shall act on its own behalf. IE is not a legal entity. An individual entrepreneur uses its rights and performs its obligations as a physical person and bears personal responsibility before creditors for any and all obligations arising from its entrepreneurial activity.

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