Company Formation in Georgia
Choosing and registering a Georgian entity is only the first stage of market entry. The legal form, ownership, authority, charter, address, business model and post-incorporation work should be designed together.
What our company formation work covers
We advise foreign and Georgian founders on selecting and forming LLCs, JSCs, branches, representative offices and, where suitable, individual-enterpreneur structures. The formation plan covers documents, foreign powers, registration, governance, tax coordination, banking preparation and the first contracts and policies the business will need.
Legal and commercial context
Georgia permits companies with foreign shareholders and managers, but a simple registry filing does not answer how the company will be funded, controlled or represented. Those choices belong in the charter, ownership documents and management authorities before the company begins signing obligations.
Remote formation may be possible, but foreign-issued documents must be prepared for Georgian use. The issuing jurisdiction, notarisation or apostille/legalisation route, translation and scope of any power of attorney should be confirmed before originals are sent.
Scoping the decision, evidence and completion record
At the start of this instruction, counsel separates the immediate commercial decision from longer-term remediation. For company formation, the initial workstreams usually connect entity selection, founding documents and remote execution. They are sequenced around the first agreed step—confirm founders, activities, expected funding, management and target timing.—so management knows which conclusion is needed now, which issue is a dependency and which improvement can follow after the transaction or operating decision.
The evidence file should remain intelligible to a director, investor, bank, auditor or regulator who was not present during the original discussions. It therefore links passport or corporate shareholder details, foreign company extract and charter, beneficial ownership and group information and founder decision or power of attorney to the factual assumptions and applicable public sources. Counsel tests that record for risks such as selecting an entity only for speed, an overly broad or unusable foreign power and name or identifier inconsistencies across translations and records unresolved points rather than silently treating them as confirmed facts.
Completion is defined by usable output, not the delivery of a generic memorandum. Depending on scope, the closing record will include entity-options note, formation document pack and remote-signing instructions and an implementation list showing approvals, signatories, filings, notices, owners and dates. Any conclusion that depends on tax, accounting, technical evidence or foreign law is identified with the responsible specialist and the date on which that dependency must be resolved.
Workstreams designed around the business decision
Entity selection
Compare LLC, JSC, branch, representative office and individual entrepreneur status against ownership, liability and funding needs.
Founding documents
Prepare the instrument of incorporation, charter, manager consent and shareholder documentation.
Remote execution
Coordinate powers of attorney, certification, apostille or legalisation and Georgian translations.
Registration
Submit the agreed filing, review the resulting extract and correct any discrepancy promptly.
Post-incorporation
Create opening resolutions, authority records, template contracts and a compliance calendar.
Banking and operations
Prepare a coherent corporate and business-purpose document set for banks and counterparties without promising account approval.
How the legal work is organised
- 1
Confirm founders, activities, expected funding, management and target timing.
- 2
Select the entity and agree ownership, voting, transfer and representation rules.
- 3
Prepare Georgian and foreign execution documents and verify names and identifiers.
- 4
Complete registration and review the final registry record.
- 5
Coordinate tax registration, banking preparation, employment, licences and first contracts as applicable.
Documents and evidence to prepare
The exact request is tailored to the matter. A first review commonly starts with:
- passport or corporate shareholder details
- foreign company extract and charter
- beneficial ownership and group information
- founder decision or power of attorney
- instrument of incorporation and charter
- manager consent and specimen details
- registered-address basis
- business plan and expected transaction profile for operational onboarding
Risks we test
Legal review focuses on consequences that can affect authority, value, timing, compliance or enforceability:
- selecting an entity only for speed
- an overly broad or unusable foreign power
- name or identifier inconsistencies across translations
- generic charter terms that do not fit investor control
- assuming incorporation guarantees a bank account
- missing sector approvals or post-registration duties
Typical deliverables
The agreed deliverable should help the company act, obtain approval and retain a reliable record of the decision.
Official public sources
These links are starting points for the current public legal framework. The operative consolidated text, amendments and facts should be checked when advice is given.