A Non-Resident Director for a Georgian LLC: What the Law Allows and What Practice Demands

Yes: in the country of Georgia the director of an LLC may be a foreign national who lives abroad, and one person may be both the only owner and the only director. The Law on Entrepreneurs sets no citizenship or residence condition for the post. That is the easy half of the answer. The other half is practical. A director's signature is needed at the registry, at the Revenue Service and at the bank, and each accepts it only in a particular form. A director's duties do not shrink with distance. And the country where the director actually sits may regard a company managed from its territory as its own taxpayer.

What the Law on Entrepreneurs requires of a director and what it leaves open

An LLC is managed and represented by one or more directors, whom the Law calls managers. The partners appoint them, the appointment is entered in the registry, and the registry needs each director's consent to act. A director may be a natural person with legal capacity or a legal person. The Law says nothing about the director's nationality, residence or local address; the company, not the director, must have a legal address in Georgia.

The relationship is not employment in the labour-law sense. Company and director sign a service agreement, which the Law places outside labour law, and if it is silent on remuneration the director is presumed to act without pay. The partners may dismiss a director at any time without giving a reason, and no contract can remove that right.

How a director abroad signs

The registry does not take a scanned signature on trust. Under the Law, signatures on the incorporation documents, and on charter amendments and agreements filed later, are notarised, certified at the registry itself or made as qualified electronic signatures, and a power of representation needs a notarised or qualified electronic signature. That leaves a director abroad four workable routes.

1. 1

   Sign in person on a visit, at a Public Service Hall or before a Georgian notary. The bank visit can usually be planned for the same trip.

2. 2

   Grant a power of attorney to a representative in Georgia: notarised at home, apostilled or legalised, then translated into Georgian by a certified translator. It should name the Public Registry, the Revenue Service and their electronic systems.

3. 3

   Use a qualified electronic signature. In practice this is tied to a Georgian identity or residence card, so it serves directors who hold one.

4. 4

   Have the company grant a general commercial power of attorney. The Law provides for a registered representative who can perform the acts of the business, apart from selling or encumbering real estate. It is lawful and visible, and it is a wide grant: limits on its scope do not bind third parties.

What a bank expects of a director it cannot meet

A Georgian company is not obliged to bank in Georgia, but most founders want an account here, and here a director abroad feels the distance. In practice a Georgian bank usually expects a visit to a branch, often by each signatory, and fully remote onboarding is limited. The bank wants the business explained by the person who runs it: who the clients are, which countries will pay, where the first capital came from. Some banks also ask for a local contact person or an address in active use. None of this is company law, and no adviser can promise the outcome; the bank decides.

The director's tax position and the 2026 work authorisation rule

The Tax Code counts holding the post of director as hired work and the pay for it as salary, so the company withholds personal income tax at the flat 20% rate in force at the time of writing. Living abroad does not by itself take the pay out of Georgian tax: the Code lists income received from a resident enterprise for management among Georgian-source income. The director's country of residence will have its own view, and a tax treaty may share the right to tax; settle this before the first payment. A director whose service agreement provides no remuneration has no payroll at all.

What this means depends on the company's size and on where the director works. A manager of a company in the first, second or third size category is outside the rules. A new company normally sits in the fourth, smallest category, where a foreign director who lives in Georgia and runs their own LLC is treated as self-employed and needs the right to work unless another exemption applies. The application is made in person, not through a representative, with a video interview, and at the time of writing the file includes the registry extract and Revenue Service evidence of the company's annual turnover of at least GEL 50,000 for each foreign applicant, not required of a company formed in the previous three months. For a director who lives abroad and never works in Georgia the texts leave room: the definition of a self-employed foreigner speaks of activity carried out in Georgia and the Law exempts fully remote work for a local employer, but neither says in terms that a manager abroad is outside the rules. Confirm it with the State Employment Support Agency, and treat weeks spent running the company from Tbilisi as different facts.

Management from abroad and the home-country tax risk

Georgia registers a company formed here as a taxpayer, and its Tax Code calls an enterprise Georgian where its activity or management is in Georgia. Many other countries add a test of their own: a company is taxed where it is effectively managed, or its profit is attributed to the resident who controls it. A sole director who takes every decision from a flat in another country hands that country its argument, whatever the registry extract says. The Georgian side cannot cure this. What changes the facts is where decisions are really taken, or a position that an adviser in that country has reviewed. Our guide to registering as a non-resident works through an example.

Why a nominee director is a risk and not a shortcut

Some providers offer a local person to stand in the registry as director while the founder decides everything. Georgian law has no such category: there is only a director, with a director's powers and duties.

• The nominee can bind the company. A registered director's power to represent the company cannot be limited against third parties, so a contract the nominee signs is the company's contract.
• The bank is not misled. It must identify the beneficial owner and understand who controls the company, and a director who cannot explain the business makes the weakest file.
• It does not move the place of management. A signature in Tbilisi on decisions taken elsewhere changes nothing for a foreign tax office and leaves a written trail of instructions.
• Liability runs both ways. The nominee owes the company a director's duty of care, and the Law makes a person who deliberately influences a director to act against the company's interest liable for the damage.
• Removal is quick on paper and slow in effect. Until the registry shows the change, third parties may rely on the director it names.

The honest alternatives are those already described: you as director with a narrow power of attorney, a local contact person who is not on the register, a registered commercial representative, or a real local director whom you hire, pay and supervise. What a director owes the company once appointed is the subject of our article on directors' duties and liability.

What this article does not answer

It does not tell you how your own country taxes a company you manage from its territory, or your pay as its director; that needs an adviser where you live. It does not predict a bank's decision, and it does not cover the fit-and-proper tests that licensing laws apply to directors of regulated businesses. Nor is it a reading of the work authorisation rules for your case, which turn on where you work, your residence status and the text in force on the day. We form the company, file appointments and changes, and prepare the documents a director abroad signs. We do not act as your director.