Key Takeaways
- All legal entities incorporated in Georgia must be registered with the National Agency of Public Registry (NAPR) under the Law of Georgia on Entrepreneurs, which consolidates the structural and documentary obligations that apply at the point of formation and throughout the entity's life.
- Beneficial ownership disclosure carries mandatory reporting thresholds that must be satisfied before registration concludes, making it a pre-incorporation compliance obligation rather than a post-registration formality.
- Georgian corporate law imposes no minimum share capital requirement on most entity types, including Limited Liability Companies, meaning founders are not required to meet a capitalisation threshold to complete registration.
- Foreign founders must account for the fact that director appointment, shareholder composition, and UBO disclosure each carry distinct requirements under the Entrepreneurs Act, and deficiencies in any of these areas after incorporation can result in administrative sanctions or loss of good standing with NAPR.
Georgia's company formation process is governed by the Law of Georgia on Entrepreneurs, with the National Agency of Public Registry (NAPR) serving as the authority responsible for registering legal entities. The Law on Entrepreneurs consolidates the rules that define how businesses are formed and maintained.
This article addresses the structural and documentary incorporation requirements in Georgia that apply at the point of registration and throughout the life of the entity.
Failure to meet these requirements results in rejection of the registration application or, where a deficiency arises post-incorporation, exposure to administrative sanctions or loss of good standing with NAPR.
Specific requirements vary depending on the legal form of the entity, whether it is a Limited Liability Company, Joint Stock Company, or another structure, as well as the applicable industry regulations.
Foreign founders and non-resident investors establishing a legal presence in Georgia will find this article most directly applicable to their situation.
Minimum Share Capital Requirements in Georgia
Under the Entrepreneurs Act of Georgia, there are no minimum share capital requirements in Georgia for most standard business entities, including the Limited Liability Company (Shps) and the Joint Stock Company (Sas). The National Agency of Public Registry (NAPR), which operates under the Ministry of Justice, oversees company registration and does not require proof of capital deposit as a precondition for incorporation.
Share capital in Georgian companies operates without a statutory par value floor, meaning your business can be incorporated with a nominal authorized capital amount. That said, an authorized capital structure must still be defined in the founding documents filed with NAPR.
| Parameter | Detail |
|---|---|
| Minimum Authorized Share Capital | No statutory minimum |
| Maximum Authorized Share Capital | No statutory maximum |
| Minimum Paid-Up Capital | No statutory requirement |
| Paid-Up Requirement at Incorporation | No statutory requirement |
| Accepted Currency | Georgian Lari (GEL) or foreign currency |
| Accepted Forms of Contribution | Cash or non-cash contributions (including property and IP rights) |
| Timeframe to Deposit Capital | No statutory timeframe |
Even with no minimum capital requirement, your company's founding charter submitted to NAPR must specify an authorized capital figure. Leaving this undefined or inconsistent across documents can delay registration.
Company Secretary Requirements in Georgia
Under Georgian corporate law, there is no statutory requirement for a company secretary. The company secretary requirements Georgia businesses sometimes encounter in other jurisdictions simply do not exist here as a mandatory corporate office.
That said, a LLC (Shps) or a Joint Stock Company (Sst) may voluntarily appoint an individual or entity to handle administrative and compliance functions. This person or body would typically manage document filings with the Registry of Entrepreneurs and Non-Entrepreneurial (Non-Commercial) Legal Entities under the National Agency of Public Registry (NAPR), maintain internal corporate records, and coordinate regulatory correspondence.
Qualification criteria for anyone appointed to serve in this capacity:
- No residency requirement applies; both Georgian residents and foreign nationals may serve.
- Natural persons and legal entities are equally eligible for appointment.
- No professional licensing or certification is required under Georgian law.
- The role carries no minimum age restriction beyond general legal capacity.
- A corporate director or shareholder may simultaneously hold this position.
Incorporate a Company in Georgia
Set up your legal entity in Georgia with full support from registration through post-incorporation compliance.
Legal Address Requirements in Georgia
Meeting the legal address requirements in Georgia is a foundational obligation under the Law of Georgia on Entrepreneurs, and non-compliance can result in the National Agency of Public Registry rejecting filings or suspending the entity's registration status. Every company registered in the Georgian business registry must maintain a valid legal seat that serves as its official point of correspondence with state authorities.
- A physical address is required; a post office box alone does not satisfy the registered office obligation.
- Virtual office addresses are generally permitted, provided they correspond to a real, identifiable location within Georgia.
- The address must be locally based; a foreign address cannot serve as the legal seat of a Georgian-registered entity.
- Supporting documentation, such as a lease agreement or proof of ownership, is typically required to verify the address during registration.
- The legal address is publicly listed on the National Agency of Public Registry database and accessible to third parties.
- Any change to the registered address must be formally notified to the National Agency of Public Registry through an amendment filing to update the official record.
Director Requirements in Georgia
Under Georgian law, directors of a limited liability company (LLC, known locally as "SHpK") assume statutory duties upon appointment, including fiduciary obligations to act in the company's interests and liability for decisions that cause demonstrable harm to the entity. Fulfilling director requirements Georgia company law imposes means understanding that personal liability can attach where a director acts beyond the scope of authority granted by the charter or resolution of partners.
| Parameter | Detail |
|---|---|
| Minimum Number of Directors | One director is required. |
| Maximum Number of Directors | No statutory maximum; the company charter determines the number. |
| Local/Resident Director Required | No residency requirement exists under Georgian corporate law. |
| Nationality Restrictions | No nationality restrictions apply; foreign nationals may serve as directors. |
| Minimum Age Requirement | Directors must be at least 18 years of age. |
| Corporate Directors Permitted | No statutory provision explicitly permits corporate directors; natural persons are standard practice. |
| Director Must Be a Shareholder | No requirement for a director to hold shares in the company. |
| Publicly Listed on Registry | Director information is recorded in the National Agency of the Public Registry (NAPR). |
| Disqualification Conditions | Persons convicted of certain criminal offences or declared legally incapacitated by a Georgian court may be disqualified. |
Georgia does not require any director to be a local resident or Georgian national, yet all director appointments are publicly searchable through the NAPR's online portal with no filing fee to access the records.
Shareholder Requirements in Georgia
Under Georgian law, a Limited Liability Company (LLC) requires a minimum of one shareholder, making sole-ownership structures fully permissible. There is no statutory maximum on the number of shareholders.
Nationality and Residency Restrictions
Meeting the shareholder requirements Georgia company law establishes does not depend on nationality or residency. Foreign nationals and non-resident individuals may hold 100% ownership in a Georgian entity without restriction.
Corporate Shareholders
Legal entities, including foreign corporations, may act as shareholders in a Georgian LLC. No additional licensing or pre-approval from the National Agency of Public Registry is required solely on account of the shareholder being a corporate body.
Shareholder Liability
Shareholder liability is limited to the amount of each member's capital contribution. Georgian law does not generally extend liability beyond that contribution under ordinary circumstances.
Register of Shareholders
A register of shareholders must be maintained and submitted to the National Agency of Public Registry upon incorporation. Ownership information recorded there is accessible to the public through the registry's official database.
Structuring Your Ownership for Georgia Incorporation
Get guidance on meeting shareholder eligibility and ownership structure requirements when setting up a company in Georgia.
UBO / Beneficial Ownership Disclosure Requirements in Georgia
Under Georgia's Law of Georgia on Facilitating the Prevention of Money Laundering and Terrorist Financing, companies registered with the National Agency of Public Registry (NAPR) are required to identify and disclose their ultimate beneficial owners. A beneficial owner is defined as any natural person who directly or indirectly holds 25% or more of the shares or voting rights, or who otherwise exercises effective control over the entity.
- Identify all natural persons meeting the 25% ownership or effective control threshold prior to or at the point of registration.
- Submit UBO information to the NAPR as part of the company registration process or upon any subsequent change in ownership structure.
- Ensure the disclosed information includes the beneficial owner's full name, date of birth, nationality, and the nature of their controlling interest.
- Update the NAPR record within the prescribed period whenever a change in beneficial ownership occurs.
| Parameter | Detail |
|---|---|
| Ownership Threshold for UBO Status | 25% of shares, voting rights, or effective control |
| Filing Authority | National Agency of Public Registry (NAPR) |
| Disclosure Deadline at Incorporation | At the time of company registration |
| Publicly Accessible Register | Yes, the NAPR register is publicly accessible |
| Penalties for Non-Disclosure | Administrative penalties under Georgian anti-money laundering legislation; specific fine amounts subject to regulatory determination |
| Ongoing Update Obligation | Yes, updates required upon any change in beneficial ownership |
KYC / Document Requirements in Georgia
KYC requirements for Georgia company registration are governed primarily by the Law of Georgia on Facilitating the Prevention of Money Laundering and Terrorist Financing, administered by the Financial Monitoring Service. All documents submitted at incorporation must satisfy the due diligence standards set by this authority.
Individual / Personal Documents
- Valid passport or national identity card for each individual director, shareholder, or beneficial owner
- Proof of residential address dated within three months, such as a utility bill or bank statement
- Completed KYC questionnaire confirming the nature of the individual's involvement in the entity
- Where required, a signed declaration confirming the individual acts on their own behalf and not as a nominee
Corporate Documents
- Certificate of incorporation and current certificate of good standing from the home jurisdiction
- Constitutional documents, including the articles of association or equivalent
- Register of directors and shareholders from the corporate entity's home jurisdiction
- Proof of registered office address for the corporate shareholder or director
Source of Funds Documentation
- Personal or corporate bank statements covering the most recent three to six months
- Audited financial statements where the shareholder is a corporate entity
- A written source of funds declaration explaining the origin of capital
Notarisation and Apostille Requirements
- Foreign-issued documents generally require apostille certification under the Hague Convention
- Certified translation into Georgian is required for all documents not issued in Georgian or English
- Notarisation by a local or foreign notary may be required depending on the issuing country's legal system
Incomplete or unverified source of funds documentation is the most frequent cause of registration delays at the House of Justice.
Company Name Requirements in Georgia
Company name requirements in Georgia are assessed at the point of registration through the National Agency of Public Registry (NAPR). Names must be unique within the registry database, and the approval process involves a distinctiveness check against existing registered entities.
Your chosen name must be written in the Georgian script, though a Latin transliteration may also be registered alongside it. The legal form suffix corresponding to your entity type is mandatory and must appear in the name.
Certain words are restricted from use without prior authorisation, including terms that imply state affiliation, financial regulation, or professional licensing. Words referencing banking, insurance, or government bodies fall into this category.
Name reservation is available through the NAPR prior to formal incorporation. Reserved names are held for a defined period, during which no other entity may register the same name.
Compliance Services for Companies in Georgia
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Conclusion
Georgia company incorporation requirements span several distinct areas of Georgian corporate law, each governed by the Entrepreneurs Act and overseen by the National Agency of Public Registry. No minimum share capital applies to most entity types, and at least one director suffices without residency obligations. Beneficial ownership disclosure, however, carries mandatory reporting thresholds that foreign investors must address before registration concludes. Once these structural and compliance obligations are understood, the practical work shifts toward document preparation, notarisation, and submission — steps where the specific procedural requirements of Georgian registration become the determining factor in timeline and outcome.
Expanship's Corporate Services for Georgia Expansion
Georgia's specific requirements around document notarisation, registration through the National Agency of Public Registry, and post-incorporation obligations create a meaningful administrative workload for founders unfamiliar with local procedures. Expanship's Georgia company formation services are structured to reduce that operational burden, handling the procedural steps so your team can focus on the business itself.
Beyond registration, our corporate services Georgia GE clients rely on cover the full incorporation lifecycle:
- We prepare and file all company documentation with the National Agency of Public Registry on your behalf.
- A registered agent and legal address in Georgia are provided to meet local presence requirements.
- We liaise directly with government bodies and regulatory authorities throughout the filing process.
- Ongoing post-incorporation compliance is managed to keep your entity in good standing.
- Banking introduction assistance is available to support your account opening process.
- Tax registration and coordination with the Revenue Service of Georgia is handled as part of our onboarding support.
To discuss your requirements, contact Expanship Georgia.
Frequently Asked Questions (FAQ)
Yes, Georgian law imposes no nationality or residency restrictions on directors or shareholders. A single foreign individual can simultaneously hold both roles in an LLC, and no local co-director is required. This applies equally whether the beneficial owner is an individual or a corporate entity.
Failure to disclose beneficial ownership information to the Agency of Public Registry constitutes a breach of Georgia's Anti-Money Laundering obligations and can result in administrative penalties against the company. The registry is publicly accessible, so non-compliance is also visible to counterparties and financial institutions. Repeated or willful non-disclosure can escalate to criminal liability under Georgian law.
A registered legal address in Georgia is required for incorporation, but a virtual office address is generally accepted for this purpose. The address must be a genuine, reachable location within the country where official correspondence and regulatory notices can be delivered. Using a foreign address is not permitted as the legal address of a Georgian entity.
Georgian law permits company names to be registered in both Georgian script and Latin characters, and firms with foreign shareholders commonly use Latin-script names. The name must be distinguishable from existing entries in the Entrepreneurial Register maintained by the Agency of Public Registry. Restricted or prohibited terms, such as references to state institutions, require additional approval before use.
A foreign shareholder must typically provide a certified copy of a valid passport, proof of residential address, and, where the shareholder is a corporate entity, apostilled incorporation documents from the home jurisdiction. The Agency of Public Registry and any Georgian bank used for opening a corporate account may each have their own documentary requirements, and both sets must be satisfied. Documents not issued in Georgian or English generally require a certified translation.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
