Changing a Georgian Company: Directors, Shareholders, Address and Charter
Every change a company makes after registration and what the Public Registry needs to record it - decisions, consents, translations - plus the changes founders forget to file at all.
The registry entry is not a snapshot of the day you incorporated; it is a live record that the state, your bank and your counterparties rely on. When reality moves and the record does not, the gap surfaces at the worst moment - during a bank review, a due diligence exercise, or a tax inspection.
The legal framework
Company registration and its changes are governed by the Law of Georgia on Entrepreneurs (2021) and administered by the National Agency of Public Registry. The charter (the founding document) is the contract among the partners; the register is the public record derived from it. A change generally needs two things to be effective against the outside world: a valid internal decision taken as the charter and the law require, and a filing that puts that decision on the register.
Information subject to registration becomes effective in relation to third parties from the moment it is entered in the register, and a company relies on unregistered changes against third parties at its own risk.
What each change needs
Live
The register is not a snapshot
Banks and counterparties rely on it as current
UBO
The change most often missed
Ownership moves; the declaration is left at incorporation
Weeks
Foreign signatories add time
Apostille and certified translation, not hours in Tbilisi
| Change | Decision required | Also needed | Filed with |
|---|---|---|---|
| Director appointed or removed | Partners' decision | New director's written consent, identity document | Public Registry |
| Share transfer | Transfer agreement, partners' consent where the charter requires it | Updated register of partners, updated UBO declaration | Public Registry |
| Company name | Partners' decision | Name availability check, charter amendment | Public Registry |
| Registered address | Partners' or director's decision | New owner's consent to the address | Public Registry |
| Charter amendment | Qualified majority per the charter | Full amended charter text | Public Registry |
| Beneficial ownership | No registry decision | Updated UBO declaration | Held on file; provided to banks and authorities |
Foreign corporate shareholders and foreign signatories usually mean apostille and certified translation on top of the decision itself. Budget the time for that - it is measured in weeks abroad, not hours in Tbilisi.
The general procedure, step by step
- 1
Take the internal decision in the correct form - a partners' decision or director's decision, at the majority the charter requires, minuted in writing.
- 2
Assemble the supporting documents: consents, identity documents, the amended charter text or the transfer agreement as applicable.
- 3
Legalise and translate anything executed abroad - apostille or consular legalisation, then certified translation into Georgian.
- 4
File with the National Agency of Public Registry and pay the state fee, choosing standard or expedited processing.
- 5
Update the internal records that do not sit on the register - the register of partners and the beneficial-ownership declaration - in the same pass.
Beneficial ownership: the obligation behind the declaration
The UBO declaration is not registry vanity; it exists because of Georgia's anti-money-laundering regime. Under the Law of Georgia on Facilitating the Prevention of Money Laundering and the Financing of Terrorism, companies and the institutions that serve them must identify and keep current the natural persons who ultimately own or control the company. A share transfer that moves ownership without updating the UBO declaration leaves that obligation unmet, which is exactly what a bank review is built to catch.
The changes people forget entirely
The activity that quietly outgrew the charter
A company registered for IT consultancy begins reselling hardware alongside its services. Revenue grows and nobody revisits the registered activity.
- 1The charter and the registered activity still describe a consultancy, and the company now derives material revenue from goods.
- 2The mismatch matters in three places at once: the bank's understanding of the business, any preferential status conditioned on the activity, and the VAT treatment of goods versus services.
- 3A Virtual Zone status granted for IT activity does not cover hardware resale, and the company has been applying one treatment across both streams.
- 4The correction requires a charter amendment, a registry filing, a revised tax position and a conversation with the bank - all at once, because they were all left together.
Businesses evolve faster than their registered descriptions, and the drift is invisible until something forces a comparison. Review the registered activity annually against what the company actually sells.
Illustrative. Whether a change of activity requires a charter amendment depends on how the charter is drafted.
- Beneficial ownership after a share transfer - the register changes but the UBO declaration is left as it was at incorporation.
- The registered address when a lease ends and the address consent expires with it.
- The activity, when the business quietly becomes something the charter does not describe - which matters for licensing and for preferential tax statuses.
- Contact details in the Revenue Service profile, so official notices go to an inbox nobody reads.
A share transfer that broke a bank account
Two founders agree that one buys the other out. They sign a transfer agreement, shake hands, and carry on trading. The registry is updated four months later; the UBO declaration is never touched.
- 1The bank's periodic review finds a UBO declaration naming a person who no longer owns anything.
- 2The account is restricted pending clarification, mid-month, with payroll due.
- 3The company must produce the transfer agreement, the partners' decision, the updated register of partners and a corrected UBO declaration.
- 4Everything existed; none of it had been filed or given to the bank at the time.
The transfer was valid. The failure was purely administrative, and it stopped the company from paying its staff for several days.
Illustrative. Banks apply their own review cycles and remediation policies.
How Trustlex handles it
Corporate changes are a service, and the case carries the document set: the decision, the consents, the updated register and the filing. When ownership changes, the UBO declaration is updated in the same workflow rather than being remembered separately - because in our experience it is the one that never gets remembered.
General information, not legal advice. The documents and majorities a specific change needs depend on your charter and on the law in force at the time.