The Corporate Documents Every Georgian Company Should Actually Hold
The charter, founders' resolution, director's consent, share transfer, UBO declaration, orders and minutes - what each document does under the Law on Entrepreneurs, when you need it, and the mistakes that make a Georgian company unbankable.
Company law in Georgia is governed by the Law of Georgia on Entrepreneurs, which was substantially reformed and now sets out in far more detail what a company's constitutional documents must contain and how decisions are taken. Most foreign-owned Georgian companies hold too few documents, and discover it at the worst possible moment - in front of a bank, an auditor or a buyer.
The charter is the company's founding constitutional document and, together with the decision to establish the company, sets out the essential terms of the entity: its name, seat, capital and interests, management and representation, and the rules for taking decisions. The reformed law specifies in greater detail what these documents must address.
The core set
4
Documents that matter most
Charter, partners' decisions, register of partners, UBO declaration
UBO
The one that goes stale
Updated at incorporation and rarely again
Same day
When they are demanded
Banks and counterparties ask with no notice
- Charter (Articles of Association) - the company's constitutional document: name, address, activity, capital and interests, management and representation, decision-making thresholds, profit distribution, reorganisation and liquidation.
- Founders' resolution on incorporation - the decision to establish the company, approve the charter and the address, and appoint the director.
- Director's consent to act - the appointed director's own signed acceptance.
- Registered address consent - the owner's written agreement that the company may use the address.
- Registry extract - the state's record of the company, and the document every counterparty will ask for.
- UBO declaration - identifying the natural persons who ultimately own or control the company.
- Register of partners and any share transfer agreements.
- Minutes of partners' meetings and directors' orders for decisions taken along the way.
A company that cannot produce a signed charter, a clean ownership chain and a current UBO declaration will fail a bank onboarding, whatever its business looks like. These three documents do more work than any other.
What each core document actually does
- The charter is the rulebook everyone else reads. Banks, buyers, auditors and courts look to it to answer who can bind the company, what decisions need whose approval, and how disputes among owners are resolved. A weak charter is not a formality problem; it is an unanswered question at every future decision point.
- The founders' resolution is the origin record: it evidences that the company was established by the right people, that they approved this charter and this address, and that they appointed this director. It is the document that ties the entity back to a valid decision by its owners.
- The director's consent shows the appointed director accepted the role, which matters because directors carry duties and personal exposure they cannot be volunteered into without agreement.
- The registry extract is the state's live confirmation of what is on record - identification code, director, address, ownership as registered - and is the document counterparties actually request.
- The UBO declaration connects the legal ownership on the register to the natural persons who really own or control the company, which is precisely what an onboarding bank has to satisfy itself about.
| Moment | Documents needed | Filed with |
|---|---|---|
| Opening a bank account | Charter, registry extract, UBO declaration, director ID, business description | The bank |
| Changing a director | Partners' decision, new director's consent | Public Registry |
| Transferring shares | Transfer agreement, partners' decision, updated register and UBO declaration | Public Registry |
| Distributing profit | Partners' decision recording amount and date | Kept internally, declared for tax |
| Applying for a tax status | Evidence of activity, contracts, charter activity alignment | Ministry of Finance / Revenue Service |
What the charter should decide, not leave open
- Whether the director represents the company alone or jointly, and what transactions need partner approval.
- The majority required for ordinary decisions and the qualified majority for charter amendments, capital changes, reorganisation and liquidation.
- Whether interests can be transferred freely or only with consent, and whether other partners have a pre-emption right and on what timetable.
- How meetings are convened, and whether written and electronic resolutions count.
- How profit is distributed, and what restrictions apply when distribution would leave the company unable to meet its obligations.
Keeping the documents current: the register of partners and the UBO declaration
Two records fall out of date faster than any others, and both are the ones a bank checks hardest. The register of partners has to reflect who actually holds interests today, reconciled with what the Public Registry shows; a mismatch between the internal register, the registry record and the share transfer trail is a red flag that stalls onboarding and deals alike. The UBO declaration has to be refreshed whenever ownership or control changes, not left frozen at incorporation. A UBO declaration that names people who sold out two years ago is worse than none, because it is positively wrong on the exact question the reader cares about.
Documents you will need at specific moments
- Opening a bank account: charter, registry extract, UBO declaration, director identification, and a plain description of the business.
- Changing a director: partners' decision, the new director's consent, and the registry filing.
- Transferring shares: transfer agreement, partners' decision where consent is required, updated register of partners, updated UBO declaration, registry filing.
- Distributing profit: partners' decision recording the amount and the date, before the payment is made.
- Hiring: employment contract, internal policies, and the orders appointing responsible persons.
- Applying for a preferential tax status: evidence of activity, contracts, and often the charter's stated activity aligning with the application.
Due diligence, three years later
A buyer offers to acquire 60% of a Georgian company. Its lawyers ask for the corporate file: charter, every partners' decision since incorporation, the register of partners, and the current UBO position.
- 1The charter is the incorporation original - two amendments agreed since were never written up, so the document contradicts how the company actually operates.
- 2Three significant decisions - a dividend, a director change, a loan to a founder - exist only as chat messages.
- 3The register of partners was never updated after an early transfer; the registry is right but the internal register disagrees with it.
- 4The buyer's lawyers do what buyers' lawyers do: price the uncertainty. The offer drops, and completion waits on a remediation exercise the sellers pay for.
Nothing in the company's history was improper. The discount was charged for the reconstruction risk - the possibility that among the undocumented decisions is one that matters. A maintained file would have cost hours; the discount cost percent.
Composite of real transactions, details changed.
The mistakes that cost the most
Two versions of the charter, and no way to tell which was filed
A company amends its charter twice over four years. Each amendment is drafted in a Word document and emailed around for signature.
- 1When a buyer asks for the current charter, three files exist and none is marked as the filed version.
- 2The registry copy is authoritative but the company does not hold it, and the extract alone does not show the full text.
- 3Retrieving and certifying the filed version takes days, during which the buyer's counsel forms a view about how the company is run.
- 4One of the internal versions turns out to contain a clause that was drafted and never adopted, which nobody could confirm without the filed text.
The company's constitution should exist in one place, in its filed form, retrievable in minutes. Version confusion in corporate documents is read by the other side as a proxy for how everything else is managed.
Illustrative. The registry holds the authoritative version; a certified copy can be obtained where the company's own records are unclear.
- A charter downloaded from another jurisdiction that contradicts the Law on Entrepreneurs.
- Decisions taken by message and never written up, then reconstructed years later under pressure.
- A UBO declaration made once at incorporation and never updated after an ownership change.
- Signature blocks that do not match the person actually signing.
- A registered address consent that expired with the lease.
- Documents held only in English where a Georgian version is required, or only in Georgian where the client cannot read what they signed.
How Trustlex keeps this in order
Every case we run holds a document vault with the current version of each corporate document, a checklist that shows what is missing, and bilingual templates - Georgian operative text with an English or Russian translation alongside - so the client can read what they are signing. When something changes, the document set and the registry record change with it.
General information, not legal advice. Constitutional documents should be drafted to the current Law on Entrepreneurs and the specific structure, not adapted from a foreign template.