Company registration in Georgia

Registration in Georgia is the easy part. The decision that costs money to get wrong is the tax status the company will hold, because three regimes sit side by side and each one is bought with different evidence.

Georgian matters beyond this one are listed on the Georgia page, and the neighbouring countries for this service on the service page.

What the public registry wants

• The instrument of incorporation, in writing and signed by all founding partners.
• The consent of each person with management and representative powers, unless it is inside that document.
• The brand name, the legal address and the identification data of every partner.
• For a limited liability company, the subscribed shares and the shareholdings as percentages adding up to 100%.
• Notarised signatures, or certification by the registry, or a qualified electronic signature.

The registry price list

Three statuses, and what each one asks

The standard regime

Profit tax is 15% and falls due when profit is distributed rather than when it is earned. Nothing has to be applied for, and money kept inside the business meets no charge on the way.

The virtual zone

Profit from supplying information technologies outside Georgia is exempt, but only where the virtual zone entity developed those technologies itself and the supply goes abroad.

International company status

The rate is 5% on profit, plus exemption from property tax other than land. The Government grants the status, the activity has to come from its own list, and income has to come solely from that activity.

Why the status is decided before the filing

International company status is not available to a company registered yesterday. The applicant needs at least two years of experience in the permitted activity, or has to be the Georgian representative of a non-resident enterprise with that experience, or be more than half owned by partner enterprises that have it. The income-generating activity must then be carried out in Georgia, with qualified people and real operating costs.

The penalty for drifting outside the list is unusual and worth reading twice: carrying on activities that the ordinance does not permit cancels the status as of the date it was granted.

Year one under the status you chose

• Profit tax at 15% on distribution, or 5% under international company status.
• Registration as a value-added tax payer once turnover passes GEL 100,000 in any twelve continuous months.
• An application to the Revenue Service where a status is wanted, reviewed against the ordinance.
• The activity kept inside the permitted list, because leaving it reaches backwards.

Sources: registration, capital and signatures — articles 4, 5, 8, 9 and 28 of the Law on Entrepreneurs; GEL 200 and GEL 400 — the registry fee list; 15%, the virtual zone exemption and 5% — articles 23, 98 and 99 of the Tax Code; the two-year condition — Ordinance No 619 of 2020.