Re-registration of companies and charters in Georgia
The Georgian Law on "Entrepreneurs" regulates the activities not only of commercial organizations but also of individual entrepreneurs, non-commercial organizations, commercial organizations in which the state or autonomous republics are partners/shareholders, as well as commercial organizations in strategically important business sectors (such as energy and gas supply).
The current Law "On Entrepreneurs" is the second in the country's history. The first Law "On Entrepreneurs" came into force in 1994 and was based on Germany's corporate legislation. Since its entry into force, the law has undergone a number of changes (the most significant changes were made in 2008).
1. Limited Liability Company (LLC)
Base | Before 2022 | After 2022 | Article of the current law |
Acquisition of shares by a company in its own capital | Was not envisioned | Acquisition of shares by a company in its own capital is permitted, if the share's value is fully paid. | Article 142 |
Partners' right of pre-emption to acquire a share when another partner sells their share. | Was provided by default | Not provided by default. It will apply only if specified in the individual charter | Article 461 |
Partners' right of pre-emption to acquire additional shares issued by the company | Partners' right of pre-emption to acquire a share was not clearly regulated. | Partners' right of pre-emption to acquire additional shares issued by the company, has been established. | Article 137 |
Withdrawal and expulsion of a partner from from the company | The procedure for the withdrawal and exclusion of a partner from the company was not described in detail. | Provisions have been introduced to regulate the grounds and procedures for a partner's withdrawal and exclusion from the company. | Article 143-144 |
Base | Before 2022 | After 2022 | Article of the current law |
Management body | Was not specified | The company's Management bodies have been clarified: 1) the general meeting and the management body (in the case of a one-tier management system), or 2) the general meeting, the supervisory board and the management body (in the case of a two-tier management system). | Article 182 |
Restrictions on dividend distribution | Was not specified | It is specified in which cases dividend distribution is not allowed. | Article 181 |
Material transaction | Was not provided | Obtaining the approval of the General Meeting or the Supervisory Board (if applicable), if the value of the transaction is up to 25-50 % of the book value of the assets of a joint-stock company. | Article 223-224 |
Minimum capital amount | Was not specified | Set at 100,000 (one hundred thousand) GEL | Article 156 |
By April 1, 2025, all commercial organizations registered before 01.01.2022 are required to:
1. They must bring their charters into compliance with the new legislation. Until the charters are brought into compliance, the company operates according to the approved old charter.
2. Register on the electronic portal my.gov.ge to obtain a login and password for their personal account. According to the new law, companies are required to notify their partners/shareholders about the holding of general meetings through their personal cabinet account, publish the results of the meetings, upload the valuation reports of assets to be transferred to the company's capital (in the case of joint-stock companies), and also post important information related to the company as defined by the law.
- Standard charter: It is possible to use the version approved bythe Ministry of Justice (available in Georgian and English). This charter is not attached to the registration file, so if the company plans to provide a copy of the charter to third parties, it is necessary to draft an individual charter.
- Individual charter: It is developed in accordance with the requirements of the new law “On Entrepreneurs” and the specific needs of the company.
2. Adoption of a decision to approve the new version of the Charter and the Founders’ Agreement (or to amend the Charter) according to the general meeting of partners/shareholders.
- According to Article 195 of the Law on Entrepreneurs amendments to the charter must be approved by at least 3/4 of the votes of participants in the voting.
- The decision of the general meeting must be documented in writing.
- If a quorum is not reached at the first general meeting, a general meeting will be reconvened, which will be considered valid regardless of the number of participants. The decision will be made by the majority of those actually present.
3. Submission of documents to the National Agency of the Public Registry
- Documents can be submitted via my.gov.ge or in person at the House of Justice.
- The submission of documents is possible without notarization, through a power of attorney.
The state fee for making changes within the standard timeframe (1 business day) is 200 GEL, with an additional 7 GEL for certifying each signature.
4. Updating data in the registry
- After reviewing the application, the new version of the Charter and the Founders' Agreement are registered in the Registry.
- A personal account is created on the my.gov.ge portal, through which the document flow will be carried out thereafter. The company's director receives the login and password for the personal account.
1.Suspension of company registration in the Public Registry
- The company will not be able to obtain an extract from the public registry, and corporate actions (such as the appointment of a director, sale of shares, change of address, etc.) will be effectively blocked.
- Information about the suspension will be published on my.gov.ge and sent to the Revenue Service, banks, and other government agencies.
2. Restriction of company activities
- Suspension of registration means that the company cannot participate in tenders, enter into contracts, manage bank accounts, take loans, or dispose of assets.
- Information about non-compliance with the law is easily accessible to government authorities and counterparties
3. Additional deadline and subsequent cancellation of registration
- Starting from January 1, 2026, the registrar will identify the "deficiencies" and give the company 3 months period to correct them.
- If the company fails to resolve the issue by the end of this period, a decision will be made to cancel its registration.
- After the cancellation of registration, liquidation effectively begins, which can be initiated by interested parties (partners, creditors) through the court, if the company still has assets or debts.
Do not postpone re-registration. Missing the deadline has serious consequences: the suspension of registration effectively means the "freezing" / "halt" of the company and the inability to continue operations.
Seek professional assistance. If the company's ownership structure or type of business activity is complex, consulting with legal experts will help you avoid mistakes and ensure full compliance with legal requirements.
Timely re-registration will not only protect your company from administrative restrictions but also lay the foundation for long-term and stable business development in Georgia.
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