Registration, Naming & Statutes

Understanding Georgian company naming requirements, registration procedures through the Public Registry system, and Articles of Association preparation ensures smooth business formation. This comprehensive guide covers all aspects of formal business establishment in Georgia.

Company Naming Rules and Requirements

Company name uniqueness is mandatory within Georgia's business registry. The Public Registry maintains a comprehensive database of all registered business names preventing duplicates or confusingly similar names. Before finalizing name selection, entrepreneurs must search the registry at napr.gov.ge to verify availability. The search function allows checking exact names and similar variations to ensure chosen names won't face rejection during registration.

Script options for company names include both Georgian and Latin alphabets. International businesses typically select Latin script names for ease of use in global commerce, banking, and contracts. Georgian script names are equally valid and may provide advantages for businesses focused primarily on domestic Georgian markets. Companies can register names in both scripts simultaneously if desired, enabling use of appropriate version depending on context.

Legal designations must accompany company names to indicate business structure. Limited liability companies must include "LLC," "LTD," "Limited Liability Company," or Georgian equivalents. Individual Entrepreneurs use "IE" or "Individual Entrepreneur" designations. Joint stock companies require "JSC" or equivalent designation. These markers inform stakeholders about business structure and legal obligations, making them mandatory components of official company names.

Restricted words and terms require special permissions or cannot be used. Financial terms like "Bank," "Insurance," "Investment Fund," or "Stock Exchange" are restricted to licensed entities in those sectors. Government-related terms suggesting official status like "National," "State," or "Ministry" face restrictions. Words implying activities requiring specific licenses should align with actual licensed business activities. The Public Registry flags problematic names during application review.

Name reservation occurs as part of the registration process itself in Georgia. Unlike some jurisdictions requiring separate name reservation steps, Georgian registration involves submitting chosen names that are checked and approved during application processing. If names are unavailable or problematic, applicants receive notifications allowing alternative name submission. This integrated approach streamlines the process compared to multi-step name reservation systems.

Trade names and operating names can differ from official registered company names. Businesses may conduct operations under simplified or marketing-friendly names while maintaining official registered names for legal documents and contracts. Trade name registration is optional but provides protection against others using similar commercial identities. Many businesses register both official company names and trade names to protect their brand identity comprehensively.

International considerations for naming include ensuring names work across markets where businesses plan operations. Names easily pronounced in multiple languages facilitate international business development. Checking name availability in other jurisdictions where expansion is planned prevents future rebranding costs. Domain name availability for websites should align with business names when possible, supporting digital presence and marketing efforts.

Public Registry Portal and Registration Systems

The Public Registry portal at napr.gov.ge serves as Georgia's central business registration platform. This comprehensive online system handles company formation, amendments, annual filings, and corporate record searches. The portal operates in Georgian, English, and other languages, making it accessible to international entrepreneurs. System availability is generally excellent with minimal downtime, enabling business registration at any time from anywhere with internet access.

Online registration enables completely remote company formation without physical presence requirements. Entrepreneurs submit applications, upload required documents, and pay fees entirely through the portal. Digital signatures or scanned document uploads satisfy documentation requirements. This remote capability particularly benefits international entrepreneurs establishing Georgian businesses from abroad, though in-person presence for bank account opening remains necessary subsequently.

Registration processing times are remarkably fast during business hours. Applications submitted in the morning often receive approval and registration certificates by afternoon the same day. Complex applications or those requiring additional clarification may take up to two business days. After-hours or weekend submissions are processed on the next business day. This speed contrasts dramatically with jurisdictions where business registration takes weeks or months.

Public Service Halls provide physical alternatives for those preferring in-person assistance or lacking computer access. Located in major cities throughout Georgia, these government service centers offer registration support with staff helping complete applications. Service quality in Tbilisi halls is generally good with some English-speaking staff available. Regional halls may have more limited English support but can process registrations equally well with help from Georgian-speaking assistants or translators.

Payment methods for registration fees include credit cards, debit cards, and bank transfers. International cards are accepted for online registrations, enabling payment from anywhere globally. Bank transfer options suit those preferring traditional payment methods or facing card payment issues. Receipt of payment confirmation is immediate with electronic systems, allowing application processing to commence without delay.

Registration certificates are issued electronically upon approval. Digital certificates have full legal validity identical to paper versions. Entrepreneurs receive PDFs downloadable from the portal containing registration details, unique identification numbers, and official stamps. Certified paper copies can be requested for additional fees when required by banks or business partners, though most entities accept digital certificates for standard purposes.

Articles of Association - Content and Requirements

Articles of Association serve as the fundamental constitutional document for Georgian LLCs, defining company structure, governance, and shareholder rights. While Individual Entrepreneurs do not require Articles, all limited liability companies must adopt these founding documents as part of registration. The Articles establish the framework for company operations and relationships between shareholders, making careful drafting important for avoiding future disputes.

Company purpose and business activities must be specified in the Articles. While Georgian law allows very broad purpose statements covering virtually any legal business activity, clear articulation of intended operations helps banks and business partners understand company activities. Overly narrow purpose statements may restrict future business development, while excessively vague statements can create uncertainty. Most companies adopt moderately broad purpose clauses covering core activities and related operations.

Share capital structure defines ownership percentages and financial contributions from shareholders. Georgian law requires no minimum capital, allowing companies to operate with nominal share capital like 100 GEL. Articles specify total share capital, number of shares, par value per share, and distribution among shareholders. Initial capital need not be fully paid immediately, with Articles specifying payment schedules and consequences of non-payment.

Shareholder rights and obligations form crucial Articles content. Beyond basic ownership rights, Articles can specify special rights for certain shareholders including preferential dividend rights, voting power variations, or approval requirements for specific decisions. Restricting share transfers, establishing buy-sell provisions, and defining departure procedures for shareholders prevent future conflicts. Well-drafted shareholder provisions provide frameworks for addressing common business situations.

Management and director powers require clear definition in Articles. Companies must specify whether management vests in directors collectively, a managing director individually, or some hybrid arrangement. Decision-making processes, authority limits, and areas requiring shareholder approval need articulation. Banking authorities and signing powers should be clearly established. These governance provisions ensure smooth operations and prevent authority disputes.

Profit distribution procedures outline how companies allocate earnings among shareholders. While default rules exist, Articles can customize distribution schedules, retention requirements, or profit-sharing formulas. Estonian taxation model companies benefit from carefully drafted distribution provisions aligning tax optimization with business needs. Articles can mandate reserves, specify distribution procedures, or establish dividend payment timelines.

Standard templates provided by the Public Registry work well for simple, straightforward companies. These templates cover all mandatory legal requirements in clear language suitable for basic business structures. Companies with standard ownership structures, simple governance arrangements, and no special provisions can confidently use templates. Template use significantly reduces legal costs while ensuring compliance with registration requirements.

Customized Articles benefit companies with complex ownership structures, multiple shareholder classes, specific governance requirements, or unique business arrangements. Engaging lawyers to draft custom Articles costs several hundred to over one thousand dollars depending on complexity but provides tailored governance frameworks. Businesses planning significant growth, external investment, or operating in regulated sectors often justify custom drafting expenses.

Language options for Articles include Georgian, English, or both. English-language Articles are fully accepted by the Public Registry and carry equal legal validity as Georgian versions. International businesses typically favor English Articles for consistency with other corporate documentation and ease of understanding for foreign shareholders and advisors. Having both Georgian and English versions provides flexibility though translation costs add expenses.

Post-Registration Procedures and Next Steps

Tax identification assignment occurs automatically when companies register. The Public Registry notifies the Revenue Service of new business formations, triggering immediate tax ID issuance. Companies receive unique identification numbers used for all tax purposes, banking, and official correspondence. No separate tax registration application is necessary for basic business operations, streamlining the startup process significantly.

VAT registration becomes relevant when businesses exceed annual turnover thresholds of 100,000 GEL or voluntarily choose VAT registration for other benefits. Registration occurs through the Revenue Service online portal with supporting documentation about business activities and expected revenues. VAT registration enables charging VAT on sales and reclaiming VAT on business expenses, important for larger operations or those dealing with VAT-registered clients.

Corporate bank account opening should follow immediately after business registration. Banks require fresh registration certificates, shareholder and director identification, business descriptions, and sometimes additional documentation. Scheduling bank appointments in advance reduces wait times. Some banks offer online account opening initiation followed by in-person verification, expediting the process. Having a corporate bank account enables receiving payments, paying suppliers, and conducting business professionally.

Business licenses and permits are required only for specific regulated activities. Most service businesses, trading companies, retail operations, and technology companies need no special licenses. Activities requiring licenses include medical services, financial services, construction above certain thresholds, educational institutions, and specific professional services. The Revenue Service and relevant regulatory agencies provide comprehensive lists of licensed activities with application procedures.

Registered office addresses must be maintained for all Georgian companies. While physical offices are not mandatory, companies need official addresses for correspondence and legal notices. Virtual office services provide registered addresses for 100-500 GEL monthly, suitable for businesses operating remotely or from client sites. Real office rentals suit businesses needing physical presence, with costs varying dramatically by location and space requirements.

Accounting infrastructure should be established from day one. Engaging accountants or implementing accounting software ensures proper record keeping from the start. Many Georgian accounting firms offer package services including bookkeeping, tax filing, and regulatory compliance for 100-500 GEL monthly depending on business volume. Proper accounting prevents future tax issues and provides valuable business insights.

Amendments and Changes to Company Records

Company information changes require formal amendments through the Public Registry. Changes to company names, addresses, directors, shareholders, or Articles of Association all necessitate registry filings. Amendment procedures resemble initial registration with online submission of change documentation and payment of amendment fees. Processing times for amendments are similarly fast, typically completing within one to two business days.

Director and shareholder changes must be reported promptly. Appointing new directors, removing existing directors, or transferring shares requires registry notification with supporting documentation like shareholder resolutions or share transfer agreements. Banks and other stakeholders often request updated registry extracts reflecting current management and ownership, making timely updates important for business operations.

Annual confirmations verify that company information remains current. While not as burdensome as jurisdictions requiring extensive annual filings, Georgian companies should periodically review registry records ensuring accuracy. Incorrect registry information can create problems with banking, contracting, or regulatory compliance, making regular verification worthwhile.

Amendment costs are reasonable with fees typically 50-100 GEL per change depending on amendment type. Multiple simultaneous changes can often be bundled into single filings, reducing total costs. Professional assistance with complex amendments costs additional fees but ensures proper documentation and compliance.