Corporate and Director Criminal Liability in Georgia
A Georgian legal person may incur criminal liability only where the relevant offence provides it and the statutory attribution rules are met. Potential company liability does not exclude liability of a natural person, and a director is not automatically liable merely because of office: the offence, authority, conduct, knowledge and evidence must be assessed separately.
Why this issue changes business decisions
Corporate records can both support and undermine a defence. A charter, board decision or delegation may show that another person had authority, but actual conduct, supervision and informal decision-making may tell a different story. The evidence file should reconcile formal governance with bank, accounting, contract and communication records.
One lawyer cannot assume that every person has the same interest. The organisation may say an employee acted outside authority; the employee may say management directed the conduct; a director may rely on professional advice; and shareholders may prioritise the company's continued operation. Representation should be defined before interviews and document review.
What the official Georgian sources show
Articles 107¹–107³ of the Criminal Code establish the general framework for criminal liability of legal persons and available forms of punishment, while Article 107² limits liability to offences where an appropriate article provides it. Official source
The framework refers to conduct on behalf of, through or in favour of a legal person by a responsible person and also addresses deficient supervision in specified circumstances. The exact current wording and offence-specific note must be checked. Official source
Releasing a responsible natural person does not automatically release the legal person, and legal-person liability does not exclude natural-person liability for the same crime. Official source
Possible corporate consequences can include a fine, restriction on activities, confiscation and, in specified circumstances, liquidation, alongside civil, regulatory and commercial effects. Official source
Decisions to record before the company acts
Map legal and actual management, representation, supervision and audit responsibilities.
Open separate conflict and representation files for the company and affected individuals.
Preserve decisions, delegations, professional advice and the records showing how controls operated.
Plan for business-continuity and regulatory consequences without treating the allegation as a final finding.
Issues counsel should connect
Immediate response
Establish procedural status, obtain available documents, advise on the next authorised step and coordinate a lawful response to urgent measures.
Search and seizure
Attend or advise on company-premises procedures, record what occurs, identify seized material and preserve objections and business-continuity needs.
Interviews and testimony
Prepare directors, employees or other persons for lawful participation without coaching inaccurate evidence or obstructing the investigation.
Financial analysis
Reconcile accounts, contracts, invoices, payments, tax records and beneficial ownership with an evidence-based transaction chronology.
Corporate exposure
Assess possible attribution to the legal entity, responsible-person rules, governance failures and conflicts between organisational and individual interests.
Public-sector matters
Defend public officials, municipal or state-entity personnel and private contractors in matters involving official duties, state assets, grants or procurement.
Court defence
Prepare applications, evidentiary challenges, expert issues, hearing strategy and submissions based on the alleged elements and the procedural record.
Parallel risk
Coordinate criminal defence with tax, licensing, banking, employment, procurement, civil recovery and corporate-governance consequences.
A practical sequence for this matter
- 1
Identify the client, procedural status, authority involved, immediate deadline and any conflict between company and individual interests.
- 2
Secure procedural documents and preserve contracts, accounting records, devices, messages, access logs and a dated event chronology.
- 3
Map each allegation to the applicable statutory elements and separate proven facts, disputed facts, inference and missing evidence.
- 4
Review authority, approvals, economic purpose, funds flow, accounting treatment, public-sector interface and the role of each person.
- 5
Use appropriate financial, tax, digital or technical expertise and test prosecution evidence against the primary records.
- 6
Prepare and conduct the agreed procedural, prosecutorial and court response without unnecessary public or commercial admissions.
- 7
Address property, governance, personnel, bank, regulator and business-continuity consequences and maintain an updated decision record.
Documents and evidence
- summonses, notices, warrants and procedural decisions
- search, seizure and inventory records
- company charter, registry extract and authority documents
- board, shareholder and management decisions
- contracts, tenders, grants and project files
- invoices, bank records, ledgers and tax returns
- emails, messages, access logs and device information
- policies, delegated authorities and approval trails
- employee roles and reporting lines
- expert, audit, inspection and valuation materials
- property-freezing or account-restriction documents
- complete chronology identifying the source of each fact
Risks to test
- company and individual interests are treated as identical
- employees delete or alter records after learning of an inquiry
- management speculates in writing before the facts are checked
- a commercial breach is assumed to prove criminal intent
- authority and approval evidence is collected selectively
- digital records lose context or chain-of-custody information
- tax or accounting assumptions are presented as legal conclusions
- public communications prejudice the defence or another proceeding
- property restrictions interrupt payroll or essential operations
- parallel regulatory and procurement consequences are ignored
Official public sources used
This publication cites only legislation, registries and regulators. It does not rely on other law firms or competitor commentary as authority.