Forming a Georgian Company Remotely: Power of Attorney, Apostille & Notarization
How non-residents incorporate in Georgia without traveling - the role of the Power of Attorney, the difference between apostille and consular legalization, certified translation, realistic timelines, and the drafting decisions that decide whether the POA protects you or exposes you.
One of Georgia's practical advantages is that you can incorporate without being physically present. A non-resident founder appoints a local representative to act on their behalf, and the mechanism that makes this possible is the Power of Attorney. That sentence sounds administrative. It is not: the POA is the single document in the remote route where a drafting decision can protect you or expose you, and everything else in the process - notarisation, apostille, translation, courier - exists to make that one document usable in Georgia.
2-3 weeks
Realistic end-to-end
Dominated by authentication and courier, not the registry
1 day
The registry filing itself
Once documents are complete and in Georgia
1
Document that carries the risk
The POA - which is why its wording matters most
The Power of Attorney: what it is legally
A POA is a unilateral authorisation: you, the principal, grant a named representative the power to perform specific legal acts in your name. Under Georgian practice the representative's signature then binds you as though you had signed yourself - which is precisely why the scope of the grant is the whole game. A POA that says "represent me before all authorities in all matters" is valid, and it is also an instrument that could be used to do things you never contemplated.
A transaction concluded by a representative within the scope of the authority granted produces legal effect directly for the principal; a transaction concluded without authority, or outside its scope, does not bind the principal unless subsequently ratified. The authority is defined by the instrument granting it.
A well-drafted formation POA authorises a defined list: representing the founder before the National Agency of Public Registry, signing the charter and the incorporation application, dealing with the Revenue Service for tax registration, and collecting the registration extract. It is purpose-bound, it excludes what it does not name, and it does not permit sub-delegation unless expressly stated.
Keep the POA narrow. It should authorise only what is needed to form the company, expressly exclude the disposal of funds and the assumption of debt, and carry a stated expiry - one year is a sensible ceiling. It must be notarised and authenticated before it can be used in Georgia. A narrow POA costs nothing extra to draft; a broad one costs nothing extra until the day it matters.
Why the exclusions matter: reasoning it through
Think about the failure modes rather than the happy path. If the representative is honest and competent, the scope of the POA never comes up. The drafting exists for the other cases: a dispute with the representative, a compromised document, or - far more common - a bank or counterparty years later asking what exactly this person was empowered to do on your behalf. In each case the narrow POA answers the question cleanly and the broad one invites more questions. Legal drafting is priced by the failure case, not the normal one.
- Express exclusion of bank account operation: the representative can open the company, not move its money.
- Express exclusion of borrowing and guarantees: nobody can put debt on you through the formation document.
- No sub-delegation: the person you chose is the person who acts; they cannot pass the authority to someone you never vetted.
- Stated expiry: an old POA floating around with no end date is a liability with your signature on it.
Apostille vs. consular legalisation
Documents issued abroad usually need to be authenticated before Georgian authorities will accept them. Which route applies depends on the issuing country:
| Issuing country | Route | What it involves | Typical added time |
|---|---|---|---|
| Hague Apostille Convention member | Apostille | One certificate from the designated authority in that country | Days to two weeks, varies by country |
| Non-member | Consular legalisation | Foreign ministry certification, then the Georgian consulate | Several weeks; consular queues dominate |
| Bilateral treaty with Georgia | Sometimes neither | Documents may be accepted directly - confirm before paying for either | None, if it genuinely applies |
Country alone never determines the requirement - the document type, the issuing authority and the intended use all matter, and rules change as countries accede to the Convention. Confirm the current position for your country before you notarise anything, because the notarisation and the authentication have to match.
Translation and notarisation: the order that works
- 1
Draft the POA in a bilingual format where possible, so the Georgian text is agreed before anything is signed.
- 2
Notarise the signature in your country, in the form your notary and the authentication authority require.
- 3
Apostille or legalise the notarised document - the certificate attaches to the notarised original.
- 4
Obtain a certified Georgian translation after authentication, so the apostille itself is translated too.
- 5
Courier the originals to Georgia. Certain filings require originals; scans start the review but do not complete it.
The common error is translating before authenticating, which produces a certified original with an uncertified translation attached - and a rejection that costs the courier round-trip twice.
A founder in Dubai forms a Georgian LLC without flying
A UAE-resident founder wants a Georgian LLC. The UAE has its own authentication position, the founder's passport and POA both need processing, and payroll for the new company is planned for the month after next.
- 1POA drafted bilingually and reviewed before signature - two rounds of comments, two days.
- 2Signature notarised in Dubai, then authenticated through the applicable UAE chain rather than assumed to be apostille - checked first, which saved a false start.
- 3Certified Georgian translation of the authenticated set, covering the certificates as well.
- 4Originals couriered to Tbilisi; scans sent ahead so drafting of the charter and application proceeded in parallel.
- 5Registry filing made the day after the originals arrived; extract issued the following business day; tax registration completed the same week.
Nineteen days from first draft to registered company, of which the registry accounted for two. The calendar was spent in authentication and courier - which is why starting the POA early matters more than anything else in the plan.
Illustrative timeline. Authentication routes and consular processing times change; confirm the current position for the issuing country.
Realistic timeline, honestly stated
A POA that could register the company but not the taxpayer
A founder signs a Power of Attorney drafted to cover 'registration of the company at the Public Registry'. The company is registered on schedule.
- 1The representative then goes to register the company with the Revenue Service and to obtain portal access, and the instrument does not name either.
- 2The Revenue Service is not being obstructive: authority that the document does not grant is authority the representative does not have.
- 3A second POA has to be drafted, signed before a notary abroad, apostilled and couriered - the entire authentication chain, run again.
- 4Three weeks pass with a registered company that cannot file, cannot invoice electronically and cannot open a bank account.
The cost of a narrow POA is never paid at signature; it is paid weeks later, at the first act the drafting failed to anticipate. Name every authority and every system the representative will need, and name them before the document is authenticated.
Illustrative. The scope a POA needs depends on the services being engaged; over-broad authority carries its own risks and is addressed above.
- Draft and finalise the POA and identity documents (1-3 days, mostly review rounds).
- Notarise, then apostille or legalise in the founder's country (the variable: days in some countries, weeks in others).
- Certified Georgian translation (1-2 days).
- Courier originals to Georgia (2-5 days by destination) and file with the registry (typically one business day).
For most non-residents, plan for roughly two to three weeks end-to-end. If someone quotes you three days for the whole remote route, they are quoting the registry step and hoping you will not notice the rest.
What this article does not answer
Whether the company should exist at all - the tax route, the banking plan, your own country's view of a Georgian company you control - is a separate analysis that comes before the POA, not after it. The remote mechanics work; whether they should be used for your situation is the question worth a consultation.