How to Register an LLC in Georgia: A Complete Legal Guide
What a Limited Liability Company in Georgia is, the legal framework that governs it, the documents you need, the step-by-step registration process at the Public Registry, realistic timelines and costs, and how non-residents can incorporate remotely.
Georgia (the country) has become one of the most accessible jurisdictions in the region for founders, freelancers and international businesses. A Limited Liability Company (LLC) - in Georgian, შეზღუდული პასუხისმგებლობის საზოგადოება (შპს) - is by far the most common vehicle: it offers limited liability, flexible ownership, no minimum capital requirement in practice, and eligibility for several preferential tax regimes.
This guide walks through what a Georgian LLC is, the law that governs it, the documents and requirements involved, the filing process at the Public Registry, realistic timelines and costs, and the remote route for non-residents who never set foot in the country.
The legal framework
Company forms, incorporation and the duties of members and directors are governed primarily by the Law of Georgia on Entrepreneurs, which was substantially reformed in 2021 to align Georgian corporate law more closely with European standards. Registration itself is administered by the National Agency of Public Registry (NAPR), and tax registration is handled by the Revenue Service under the Tax Code of Georgia. Beneficial-ownership and identity checks reflect Georgia's anti-money-laundering regime under the Law of Georgia on Facilitating the Prevention of Money Laundering and the Financing of Terrorism.
Establishes the Limited Liability Company (შპს) as a legal person whose members' liability for the company's obligations is generally limited to their contributions, and sets out the mandatory content of the charter, the appointment of directors, and the rules for registration and changes.
Why founders choose a Georgian LLC
- Limited liability: members are generally not personally liable for the company's obligations beyond their contribution.
- No statutory minimum share capital, which lowers the barrier to entry.
- Fast registration - the registry filing itself is typically about one business day once documents are ready.
- No annual renewal - company registration is indefinite, with no yearly renewal fee to keep it on the register.
- 100% foreign ownership is permitted; there is no requirement for a local shareholder.
- Access to preferential tax statuses (Virtual Zone, International Company, Small Business and others) for qualifying activities.
0 GEL
Statutory minimum share capital
No minimum is required in practice.
~1 day
Registry filing time
Once documents are complete and verified.
100%
Permitted foreign ownership
No local shareholder required.
Documents you will typically need
The exact checklist depends on whether the founders are individuals or corporate entities, and whether they attend in person or incorporate remotely. Some items are common to both routes:
- The company's proposed name (with one or two alternatives) and the main business activity.
- The Charter (Articles of Association), usually bilingual (Georgian/English), and the founders' decision on incorporation.
- The legal (registered) address in Georgia and the address owner's written consent.
- A Georgian contact - a local phone number and an email - for the registration.
What the Charter must address
The Charter is the constitutional document of the company. In practice it should set out the company name and legal form, the registered address, the scope of activity, the identity and contributions of the members, the share structure, the appointment and powers of the director(s), and the rules for decision-making, profit distribution, transfer of shares and dissolution. A clear, complete Charter reduces friction at the registry and later with banks.
If a founder is a corporate entity
- Up-to-date extract or certificate of incorporation of the corporate founder.
- Evidence of who is authorised to act for that entity (board resolution or equivalent).
- Identification of the ultimate beneficial owners behind the corporate chain.
If you attend in person
- The original passport or national ID of each founder and director.
- Attendance at a Public Service Hall / the Public Registry to sign and file the application.
If you incorporate remotely (Power of Attorney)
- A notarized Power of Attorney from every founder and director, authorising a local representative to file on their behalf.
- Notarized copies of every founder's and director's passport.
- Apostille (for Hague Apostille Convention countries) or consular legalization of the Power of Attorney and the passport copies, plus a certified Georgian translation.
The registration process, step by step
- 1
Confirm the company name. A preliminary name screening helps avoid conflicts with existing registered names and restricted terms.
- 2
Prepare the corporate documents - Charter, founders' decision, director's consent and registered-address consent.
- 3
Identify the shareholders and beneficial owners; direct ownership must reconcile to 100%.
- 4
Submit the application to the National Agency of Public Registry (NAPR), in person or through a representative acting under a Power of Attorney.
- 5
Receive the registration extract and the company's identification number, then complete tax registration with the Revenue Service.
- 6
Open a corporate bank account (the bank conducts its own onboarding and decision).
Direct share percentages must total exactly 100% before a registration can proceed. Complex or layered corporate ownership structures usually require additional supporting registers and human legal review.
Timelines and costs
Once your documents are complete and verified, the registry filing itself is typically about one business day. For non-residents the realistic end-to-end timeline is longer - usually two to three weeks - because of document authentication (apostille/legalization), certified translation, and the courier of original documents. State registry fees are modest and are charged separately from any professional service fee; expedited registration is available at a higher state fee. Company registration is indefinite: there is no annual renewal and no renewal fee to keep the company on the register.
| Route | Founder present? | Realistic timeline | Key extra requirement |
|---|---|---|---|
| In person | Yes | About 1 business day once documents are ready | Original passport/ID at the Public Service Hall |
| Remote (POA) | No | About 2 to 3 weeks end to end | Notarised, apostilled/legalised POA plus certified translation |
Registering remotely as a non-resident
You do not need to travel to Georgia to incorporate. A non-resident founder can grant a notarized Power of Attorney to a local representative who files the application and signs the incorporation documents. The Power of Attorney - and the founder's identity documents - must usually be apostilled (for Hague Apostille Convention countries) or consular-legalized, and accompanied by a certified Georgian translation.
A well-drafted Power of Attorney should be purpose-bound: it lists the exact acts the representative may perform (representing the founder before the Registry, signing the Charter, dealing with the Revenue Service, collecting originals), it excludes the disposal of company funds, and it carries a clear validity period. Keeping the mandate narrow protects the founder while still allowing the incorporation to complete.
After registration: first obligations
- Complete tax registration with the Revenue Service and understand the company's default tax position before earning income.
- Apply separately for any preferential tax status you intend to rely on - none is automatic.
- Keep the registered address consent and beneficial-owner information current, as changes must be filed.
- Set up accounting and document retention from the first transaction.
A two-founder remote incorporation, reasoned end to end
Two founders - one in the UK, one in Spain - want a 60/40 Georgian LLC. Neither will travel. They want to invoice their first client within a month.
- 1Both routes are remote, so both founders need the POA chain: notarise, apostille, translate - run in parallel in both countries, since the slower founder sets the pace.
- 2The charter is drafted while the paperwork travels: share split 60/40, director appointment, and - because there are two founders - transfer restrictions and deadlock provisions that a solo company never thinks about.
- 3The UK apostille takes four days; the Spanish one takes twelve. Nothing in Georgia can move faster than that twelfth day - which was knowable, and plannable, on day one.
- 4Filing on arrival of the second courier; extract the next business day; tax registration the same week; the first invoice goes out under the deadline with three days to spare.
The calendar was decided by the slowest apostille, not by anything Georgian. Two-founder companies should also notice where the real drafting time went: not the registry's requirements, but the questions the founders had never asked each other - what happens to the shares if one walks away.
Illustrative. Authentication times vary by country and season.
Common mistakes to avoid
The template charter that trapped a founder two years later
A sole founder incorporates with a minimal charter copied from a template. Two years on, the business is working and an investor wants 30% for a cash injection.
- 1The charter is silent on how new partners are admitted, so admission falls to the default rule and to the unanimity the parties then have to negotiate under pressure.
- 2It is also silent on what happens in deadlock, on pre-emption if a partner sells, and on whether the director can be removed without cause.
- 3Amending the charter now requires the agreement of the very person whose leverage the amendment would limit.
- 4The investor's counsel reads the charter, sees no minority protection and no exit mechanic, and prices the risk into the valuation.
The charter cost nothing to copy and a great deal to live with. A charter is not a registration formality; it is the constitution that governs every future disagreement, and the cheapest moment to write it well is when nobody disagrees yet.
Illustrative. What a charter may vary from the default rules is set by the Law on Entrepreneurs and should be confirmed for your case.
- Choosing a name that is too similar to an existing company or contains restricted/regulated terms.
- Leaving direct ownership short of (or over) 100%.
- Underestimating document authentication time for non-residents.
- Assuming a tax status (e.g. Virtual Zone) is automatic - these require a separate application and human approval.
- Treating bank account opening as guaranteed; the bank makes an independent decision.
- Copying a solo-founder charter for a multi-founder company, leaving share transfers and deadlock unaddressed until the first disagreement.
What this guide does not decide
Whether an LLC is the right form at all - against an Individual Entrepreneur registration for a solo founder, or a branch for an existing foreign company - and which tax route fits your activity are decisions that precede the filing. This guide gets you through the registration cleanly; the structural questions deserve their own analysis, ideally before any document is signed.
General information, not legal or tax advice. Requirements change and individual circumstances differ; confirm the current position before you file.