Registering a company in an welcoming environment, such as Georgia, has many advantages.
Every foreign investor should be informed that Georgia is among the countries where company incorporation procedures can be conducted quite smoothly provided that a number of prerequisites are observed. This jurisdiction is very attractive to foreign businesses, offering an welcoming environment for persons who want to open a compnay in Georgia. Foreign investors benefit from the same rules and regulations as nationals, and hurdles in company formation by foreigners rarely intervene.
In order to establish a company in Georgia, the shareholders are to comply with certain standard procedures which are very well structured.
STEPS FOR COMPANY FORMATION IN GEORGIA
1) The first to do upon expressing an interest for Georgian company formation is to provide at discretion three company names. As opposed to other jurisdictions, there is no problem if two Georgian companies have very similar names, as long as their activities differ. In other words, Georgian authorities rarely reject a firm's name, when you open a company in Georgia. Thereafter, the client should fill out a specific form where information related to the shareholding structure and company’s intended activities are provided. Along with this form, the client should also provide copies of the relevant documents, such as passport and utility bills that are to be used in the incorporation process. As time is money, most foreign investors choose not to visit the country and to delegate powers to a representative who will open the company in Georgia through a Power of Attorney. Based on this specific document, duly notarized and apostilled, the company can be registered with the National Agency of Public Registry, the minutes of the partners' meeting including their decision on incorporating a company and appointing the directors and other company representatives can be executed and also the company’s bank account can be set up. The company is considered legal and operational, once these steps are complete and the registration documents are issued.
2) After receiving the certificate of registration, the shareholders of new Georgian company must register it for tax purposes. This procedure is done through filling an application containing shareholders, partners and managing board information, certificate of the bank account, legal address and articles of association or company charters.
Most of the above mentioned activities are completed in one day, including registering for tax. Registration of the company at the Entrepreneurial Register takes maximum 2 days to complete. A company opened in Georgia is established in approximately less than a week.
REQUIREMENTS FOR COMPANY FORMATION IN GEORGIA
- any person of any nationality or residence can be director or shareholder in a Georgian company;
- the shareholders of a company established in Georgia can be both natural persons or legal entities;
- a company in Belgium must hold a local registered office (service provided by BridgeWest)
- there is no obligatory minimum capital for establishing a Limited Liability Company in Georgia
SERVICES PROVIDED FOR COMPANY INCORPORATION IN GEORGIA
> drafting the Articles of Association (necessary for the company incorporation in Georgia); The Articles of Association of the Georgian company can be signed through Power of Attorney (the same applies to Public Notary proceedings, a step required by the Georgian Law).
> drafting all other documents required for the incorporation of the Georgian company; These documents include: Specimen Signatures, Special Forms provided by the Company Registration Office in Georgia, passport copies etc.
> arranging Public Notary procedures when opening a company in Georgia (The procedures for incorporating a company in Georgia have to be done through a Georgian Public Notary);
> offering a Registered Office in Georgia for your recently opened company (if required);
The registered office may be any address where the company opened in Georgia declares to have its headquarters. The registered office will be public.
> setting up a bank account for your Georgian company.
This refers both to an initial share capital account as well as a current bank account after the company is formed.
> recommending an accountant in Georgia;
Accountancy services are recommended for any new business registration in Georgia.
Registering a limited liability company
The Georgian limited liability company is the most common business entity in Georgia. It is formed by at least one member. It can be owned by one or more members who have the right to exercise management rights. The limited liability company provides limited liability for its members who become liable only to the extent of their contributions.
Setting up Limited Partnership
A limited partnership is a business entity founded by at least two members who can be natural persons, or legal entities. In a limited partnership in Georgia at least one member is general, and bears full responsibility for the company's debts and obligations, and at least one partner is limited, being liable to the extent of his or her contribution
GEORGIA KEY FACTS
> In Georgia, the standard VAT rate is 18%. There are no reduced rates, but a zero VAT rate applies to exports, services of tour operators, electrical power, international shipping activities or transfers of gold to the National Bank of Georgia.
> The corporate income tax rate for a business in Georgia is 15%.
> In Georgia, dividends distributed by a company are subject to a 5% dividend tax rate, no matter if the dividends are paid to a nonresident entity or an individual.
> Overall, Georgia provides an attractive and welcoming business environment.
BridgeWest is also able to offer ready-made Georgian companies and VAT registration.
Please contact us for more information about how to open the company in Georgia and prices.
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Call us now at +44 203 287 0408 to set up an appointment with our lawyers in Tbilisi, Georgia. Alternatively you can incorporate your company without traveling to Georgia.
As a BridgeWest client, you will beneficiate from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Georgia.