Company liquidation in Georgia

Georgian law does something unusual here: it names both a wait you cannot shorten and a deadline you cannot miss. The tax audit sits between the two, and whether they fit together at all depends on how that audit goes.

Everything else we handle in Georgia is collected on the country page, and the same procedure under other legal systems is described in closing a company.

What the registry needs to start

• A decision of the competent body of the company to wind it up, and the registration of that winding-up.
• Liquidators. By default the managers become them, unless the statute of the company or the general meeting names other people.
• An application to register the liquidators, with the certified document on their appointment and powers, a specimen signature, and the consent of anyone who is not already a manager.
• Documents for the announcement that the liquidators publish on the registration authority's central electronic platform, inviting creditors to submit claims.
• A liquidator who meets the same requirements the law sets for managers of a company.

The two clocks and the audit between them

• The registration authority tells the Revenue Service that liquidation has begun, and the Service has 10 business days to say whether a tax liability may exist.
• The tax audit itself cannot run past 90 days from the registration of the commencement, and may be extended once, by at most 2 months.
• If either period expires without a result, the company is considered to have no tax liability.
• Assets may be distributed only after 5 months from covering the liabilities and publishing the announcement.
• On a court decision supported by an independent auditor's report, that drops to 3 months from the publication.
• Proceedings are to be completed within 4 months of the registered commencement, or within a month of the registry being told the extended audit is finished.

The price of each registration

What revoking the registration does not close

Where a known creditor never files, the value of the claim is placed on deposit with a court or a notary before anything is handed over, and a disputed or immature claim has to be met with security of equal value. If undistributed property turns up after the registration is revoked, or something still needs doing, a court appoints a liquidator again and the closing runs a second time.

The company's documents live longer than the company: six years from the day they were drawn up, and six years from expiry in the case of contracts, at an address the liquidators agree on, or one a court assigns when they cannot.

Sources: the announcement, the tax audit, the 5-month and 3-month waits and the 4-month deadline — articles 82, 86 and 88 of the Law on Entrepreneurs; storage of documents and the resumption of a closed liquidation — its articles 89 and 90; the fees — the tariff of the National Agency of Public Registry.