Company registration in Georgia

Georgia is a jurisdiction that is well-known and popular among foreign business people. The country occupies a strategic location between Europe and Asia, which provides access to many international markets. This advantage is one of the potential benefits a jurisdiction can offer after opening a firm in Tbilisi or any other city.

Advantages of registering a company in Georgia

Among the advantages of Georgia for doing business are the following:

• stable economic environment;
• modern infrastructure;
• developed banking sector;
• availability of free industrial zones (FIZ);
• preferential terms of doing business with many countries, including EU states;
• the absence of currency controls;
• availability of double taxation avoidance agreements;
• ease of obtaining a residence permit.

Forms of doing business in Georgia

If you plan to start a business in Georgia, you should choose the most appropriate option:

• A limited liability company is the most popular form of business in Georgia, which implies limited financial and legal responsibility of its participants, exclusively within the limits of their contributions to the enterprise. A company can be registered even by a single person, including non-resident and legal entities, but the number of participants should be at most 50. The company is suitable for small and medium-sized businesses.
• Joint-stock company – the company is suitable for larger businesses to attract large amounts of financing. The company’s shares can be freely offered to third parties, including a listing on the stock exchange, provided that the formal requirements of the financial laws are met. The liability of shareholders is always limited to the number of shares they own, and the number of shareholders is not limited.
• A branch is an option available to a foreign company and involves a simple registration procedure without obtaining the status of a legal entity. A branch can carry out the same activities on the territory of Georgia as the parent company abroad with minimal financial expenses.
• A representative office is an option for a foreign company wishing to test local market opportunities before investing considerable sums. A representative office does not have the status of a legal entity and cannot conduct business in the territory of Georgia. But a representative office can explore local markets and promote goods/services of a foreign company.

Company registration procedure in Georgia

In Georgia, you can create a company by going through a series of interrelated steps:

1. Selecting the appropriate legal entity for the type of business and the anticipated volume of operations.
2. Selecting a unique name for the future Georgian company.
3. Collecting and arranging information on the future company’s founders, beneficiaries, and managers.
4. Preparation and registration of an official address for the company.
5. Forming and execution of constituent documents and registration forms.
6. Paying the required registration fees and submitting the package of documents to the registrar for review. Entry of information about the new legal entity in the Public Registry of Companies of Georgia in case of a favorable decision on the issue.
7. Registration to pay taxes and mandatory social contributions.
8. Opening a corporate bank account for the new company.
9. Registration of additional licenses and permits for certain regulated activities.

Legislation and regulatory environment

Georgia has created a very favorable environment for business, facilitated by zero tolerance for corruption. The country has relatively simple rules for setting up a business – it’s possible to set up a company here within two weeks. There is no significant bureaucracy involved. However, licenses will still be required to carry out certain activities.

There are also free industrial zones in the territory of Georgia. Companies registered and operating in the FIZ are tax residents of the country, but their activities are not taxed. Therefore, they can carry out commercial activities under the most simplified accounting rules.

The banking system of the jurisdiction is very flexible. Local banking laws are adapted to the EU standards. As a result, the rules for opening accounts in Georgia are less bureaucratic. Foreign entrepreneurs can also count on the confidentiality of banking information.

Georgia’s tax system

If you are considering registering a company in Georgia, the decision should be considered along with the following nuances of taxation that apply in the country:

• Corporate tax (on profit distribution)* – 15%
• PIT – 20%
• VAT – 18%
• Withholding tax (for non-residents) – (1) dividends – 5%, (2) interest – 5%, (3) royalties – 5%
• Capital Gains Tax – (1) corporate – see corporate tax, (2) individual – see personal income tax (in some cases, a reduced rate of 5% applies).

*Profits not distributed to shareholders are not subject to corporate tax.

How can the specialists of Prifinance can assist

If there is a request for registration of a business in Georgia, the lawyers of Prifinance are ready to assist in its practical implementation, including through the following legal services:

• assess the feasibility and potential profitability of the option of registering a business in Georgia, as well as offer equally profitable alternatives;
• develop an individual plan for registering a new Georgian company;
• collect and prepare all necessary documents for company registration;
• handle negotiations with representatives of local authorities and banks;
• help solve any issues that may arise during subsequent activities of the newly established enterprise.

There are more than 11,000 completed cases in the portfolio of Prifinance lawyers. Therefore, specialists are ready to apply this experience to implement an individual plan of registration and business conduct within the framework of a new business project.