Corporate Lawyers in Georgia
Corporate advice in Georgia connects the registered company with the way ownership and decision-making work in practice. The legal record must support who owns, who controls, who may sign and how major decisions are approved.
What our corporate law work covers
We advise LLCs, JSCs, branches, shareholders, boards and management on Georgian company law. Work includes constitutional documents, ownership changes, capital actions, director authority, shareholder decisions, corporate governance, restructurings and remediation of registry or approval gaps.
Legal and commercial context
A company is established through registration, but corporate compliance continues after incorporation. The instrument of incorporation, registered information, internal decisions and actual signing practice should remain aligned. A mismatch can delay banking, investment, contracting, audit and exit work even if ordinary operations continue.
The 2021 Law on Entrepreneurs introduced the current company-law framework. Existing entities have also faced transition and compliance requirements, including the 2026 registry-status consequences publicised by NAPR. Before a transaction, counsel should confirm not only that the entity exists but that its status, governing documents and authority are usable for the proposed act.
Scoping the decision, evidence and completion record
At the start of this instruction, counsel separates the immediate commercial decision from longer-term remediation. For corporate law, the initial workstreams usually connect constitutional documents, ownership and capital and management authority. They are sequenced around the first agreed step—verify the company, current registry data and governing version of its charter.—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 NAPR extract and filing history, instrument of incorporation and charter, shareholder register or ownership evidence and historic shareholder and board decisions to the factual assumptions and applicable public sources. Counsel tests that record for risks such as using an outdated charter, approval thresholds are misunderstood and the registry and internal records conflict and records unresolved points rather than silently treating them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 corporate status memorandum, amended charter and shareholder or board resolutions 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
Constitutional documents
Prepare or amend charters and instruments of incorporation to reflect the ownership and governance model.
Ownership and capital
Document share transfers, new issues, contributions, pre-emption mechanics and capital-related decisions.
Management authority
Appoint or remove directors, define representation powers and prepare resolutions and signing authorities.
Shareholder governance
Structure meetings, written decisions, reserved matters, information rights and deadlock processes.
Corporate records
Organise decision registers, ownership records, powers and transaction-specific approval evidence.
Remediation
Correct inconsistencies between the registry, charter, historic decisions and current operating practice.
How the legal work is organised
- 1
Verify the company, current registry data and governing version of its charter.
- 2
Map ownership, management bodies, reserved matters and representation authority.
- 3
Identify defects, historic gaps and transaction-specific approvals.
- 4
Prepare resolutions, amendments, filings and supporting evidence in execution order.
- 5
Complete registry steps and retain a coherent post-completion corporate record.
Documents and evidence to prepare
The exact request is tailored to the matter. A first review commonly starts with:
- NAPR extract and filing history
- instrument of incorporation and charter
- shareholder register or ownership evidence
- historic shareholder and board decisions
- director appointment and authority documents
- share transfer or subscription documents
- powers of attorney
- group structure and beneficial ownership information
Risks we test
Legal review focuses on consequences that can affect authority, value, timing, compliance or enforceability:
- using an outdated charter
- approval thresholds are misunderstood
- the registry and internal records conflict
- a director's appointment or power is not evidenced
- a share transfer is documented without checking restrictions
- post-closing filings are omitted
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.