A foreign entrepreneur arrives in Tbilisi with a signed term sheet and a two-week window. The question is not whether Georgia welcomes foreign capital – it does, visibly and by policy. The question is whether the company registration process will move quickly enough to preserve that opportunity. Miss a document, misunderstand a translation requirement, or pick the wrong legal form, and a matter that should close in two days can drift into weeks.
Company registration in Georgia is handled through the Saajaro Reestris Erovnuli Saagento (National Agency of the Public Registry), and the process can be completed in one business day under expedited procedures. Foreign investors may hold one hundred percent of shares with no local partner requirement. The primary legal form used by international businesses is the Shezghuduli Pasuxismgeblobis Saswavlo (limited liability company), known by its Georgian abbreviation SPS.
This guide walks through the procedural requirements, documentation checklist, cost considerations, and decision points that determine whether company formation in Georgia proceeds without disruption.
Why Georgia attracts foreign business formation
Georgia's position at the intersection of Europe, the Middle East, and Central Asia gives it practical advantages that go beyond location. Georgian corporate legislation imposes no minimum share capital for a limited liability company. There is no requirement for a local director or a local shareholder. The tax regime under Georgian tax legislation offers a territorial system for certain structures, meaning foreign-sourced income is generally not taxed at the corporate level when retained abroad.
The registration system is centralised and largely digital. The Saajaro Reestri (Public Registry) maintains an online portal through which documents can be submitted and status can be tracked. Physical attendance is required in limited circumstances – primarily when foreign documents require on-site authentication review.
Georgia is a signatory to the Hague Apostille Convention, which simplifies the authentication of foreign public documents. This is directly relevant to foreign investors, whose identity documents and corporate certificates must be apostilled before submission. Without that step, the registration will not proceed.
For investors comparing registration environments across the CIS region, the contrast with heavier documentation regimes is notable. A detailed comparison of registration procedures in a neighbouring jurisdiction is available in our guide to company formation in Russia, which illustrates how regulatory conditions diverge across the region.
Step-by-step: the company registration process
The process has five distinct phases. Each phase has its own actors, timelines, and failure points.
Phase 1 – Choose the legal form. Most foreign investors use the limited liability company (SPS). It offers limited liability for shareholders, flexible governance under Georgian corporate legislation, and no minimum capital requirement. A joint-stock company (Saakmiano Saswavlo, or SS) is appropriate for businesses anticipating external equity investment or a future public offering. Sole proprietorships are available but offer no liability protection and are rarely suitable for international structures.
Phase 2 – Reserve the company name. The company name must be unique in the Public Registry. A name search takes minutes via the online portal. If the chosen name is unavailable, the registration will stall at submission. Many international clients arrive with a preferred name already committed in commercial materials, only to find a variant of that name already registered. Reserve the name before any other commitment is made.
Phase 3 – Prepare the foundational documents. The core document set includes the წესდება (articles of association) – the constitutive charter governing the company's internal affairs – and the founding decision or shareholder resolution authorising the formation. Where there are multiple founders, a founding agreement is also required. The articles of association must specify the company's registered office, the composition of the board of directors or management structure, share distribution, and decision-making procedures.
Foreign founders must provide notarised copies of their passports. If the founder is a foreign legal entity, the corporate documents of that entity – certificate of incorporation, constitutional documents, and evidence of authorised signatories – must be submitted. All foreign-language documents require a notarised Georgian translation. All foreign public documents require an apostille. This is the step where most delays originate.
Phase 4 – Submit to the National Agency of the Public Registry. Submission can be made in person at a Public Service Hall (Sajaro Sargeblobis Darbazi) or online through the e-services portal. Expedited registration costs a modest additional fee and delivers a registration certificate within one business day. Standard processing takes up to three business days. The registrar reviews the document package for completeness and legal compliance. If anything is missing or incorrectly formatted, the application is returned – not suspended – and the timeline resets.
Phase 5 – Post-registration steps. After receiving the registration certificate and identification number from the Public Registry, the company must register with the Revenue Service of Georgia for tax purposes. If annual turnover is expected to exceed the threshold set under Georgian tax legislation, VAT registration is also required. A corporate bank account must be opened – a step that carries its own due diligence requirements, discussed below.
For businesses with more complex structures – joint ventures, holding arrangements, or acquisitions of existing Georgian entities – the corporate formation process intersects with M&A considerations. Our team's work on mergers and acquisitions in Georgia covers those additional layers in detail.
Documentary checklist and common errors by foreign clients
The following documents are required for a foreign individual founding a Georgian limited liability company:
- Notarised copy of the founder's passport, apostilled by the competent authority of the issuing country
- Signed articles of association in Georgian, or a Georgian-language notarised translation of a foreign-language charter
- Founding decision or shareholder resolution authorising company formation and appointing the director
- Proof of registered office – typically a lease agreement or property ownership document for the Georgian address
- Notarised specimen signature of the appointed director
Where the founder is a foreign legal entity, the list expands to include the entity's certificate of incorporation, its articles of association or equivalent constitutional document. A resolution of the competent corporate body authorising the Georgian investment. Additionally, evidence of the authority of the signatory. Each of these foreign documents requires apostille and notarised Georgian translation.
The most common errors follow a predictable pattern. First, investors underestimate the apostille requirement. A passport photocopy certified by a notary in the investor's home country is not the same as an apostilled document. The apostille attaches to the notarisation itself and must be issued by the designated authority of the country where the notary operates. Submitting documents without a correctly attached apostille is the single largest source of rejected applications.
Second, foreign legal entity founders frequently provide outdated corporate documents. A certificate of good standing issued more than three months before submission may be refused as insufficiently current. Practitioners in Georgia note that registrars apply varying interpretations of "current" – the safest approach is to obtain fresh certified copies no more than four to six weeks before expected submission.
Third, many foreign clients attempt to use a virtual office address as the registered office. Georgian corporate legislation requires a genuine, identifiable physical address. A post-box arrangement does not satisfy this requirement. The registered office must be a location where official documents can be received and where the company can be contacted.
Fourth, the articles of association are sometimes drafted in a foreign language first and then machine-translated into Georgian. The resulting Georgian text frequently contains terminology that does not correspond to recognised concepts under Georgian corporate law. A registrar who identifies inconsistencies in the articles will return the application. The articles must be drafted by someone with direct working knowledge of Georgian legal terminology.
Cost considerations and timeline planning
Government registration fees in Georgia are modest by regional standards. Expedited one-day registration carries a higher fee than standard processing, but the absolute amounts remain in the low hundreds of Georgian lari. The more significant costs for foreign investors are indirect: notarisation, apostille procurement in the home country, and certified translation fees. These costs vary depending on jurisdiction of origin and the volume of documents involved.
Legal fees for professional assistance with company registration in Georgia typically range from a few hundred to several thousand US dollars, depending on the complexity of the structure and the number of founders. A straightforward single-founder limited liability company with no foreign legal entity involvement sits at the lower end of that range. A multi-founder structure involving foreign corporate shareholders, a customised articles of association, and post-registration banking support sits at the upper end.
The elapsed timeline from instruction to receiving a registration certificate is typically one to two weeks for a well-prepared foreign investor. The one-day registration window at the Public Registry applies only after all documents are assembled and verified. Document preparation – obtaining apostilles abroad, arranging translations, drafting the articles – is where time is actually spent. Investors who underestimate this phase and commit to commercial launch dates before completing registration regularly face pressure to cut corners, which increases the risk of a rejected application and a longer total timeline.
To receive a tailored assessment of your company formation timeline and document requirements in Georgia, contact us at info@ferrazwhitmore.com.
Self-assessment checklist before initiating registration
Company formation in Georgia using a limited liability company structure is appropriate if the following conditions are met:
- The investor requires a Georgian legal entity to contract locally, hold assets, or employ Georgian-resident staff
- The investor does not require a minimum capital threshold for a specific licensed activity
- A physical registered office address in Georgia is available or can be secured
- All founders' identity documents are available and can be apostilled within a realistic timeframe
- The business activity does not fall within a regulated sector requiring a special licence prior to registration
Before initiating the procedure, verify the following critical points:
- The proposed company name is available in the Public Registry – confirm via the online search tool
- All foreign public documents are apostilled and have not been issued more than six weeks before submission
- The articles of association are drafted in Georgian or have been professionally translated by a qualified legal translator
- The registered office address corresponds to a real, identifiable physical location in Georgia
- Post-registration tax and VAT registration requirements have been considered and planned for
If the investor is a foreign corporate entity, additional verification is required: confirm that the home-country constitutional documents are current. That the resolution authorising Georgian investment has been adopted by the correct corporate body. Additionally, that the signatory's authority is clearly documented. A misalignment between the signatory named in the resolution and the individual who actually signs the submission documents is a frequent source of registrar queries.
For businesses weighing Georgia against other CIS registration environments, the broader range of corporate law services available in Georgia is outlined at our corporate law practice in Georgia, which covers governance, compliance, and post-registration structuring.
Frequently asked questions
Q: How long does company registration in Georgia take for a foreign investor?
A: The standard registration timeline at the National Agency of the Public Registry is one business day for expedited processing. Standard processing takes up to three business days. Total elapsed time from document preparation to receiving a registration certificate is typically one to two weeks, depending on how quickly notarised and apostilled foreign documents are obtained.
Q: Does a foreign company need a local director or shareholder in Georgia?
A: No. Georgian corporate legislation does not require a local director or local shareholder. A foreign national may serve as the sole director and hold one hundred percent of the shares. However, the company must maintain a registered office address in Georgia, and the director's identity must be confirmed with properly apostilled documents.
Q: What is the most common mistake foreign investors make during company formation in Georgia?
A: The most frequent error is submitting foreign identity documents without a proper apostille or notarised translation into Georgian. Registrars will reject incomplete document packages, resetting the timeline entirely. A secondary mistake is choosing a company name without first checking the National Agency's register, which can delay the process by several days.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in company formation, corporate governance, and market entry across CIS and emerging-market jurisdictions, including Georgia. We have advised international entrepreneurs, institutional investors, and in-house legal teams on company registration, articles of association drafting, shareholder resolution structuring, and board of directors governance matters. As an international law firm with direct experience in Georgian corporate law, we support clients at every stage – from initial structure decisions through post-registration compliance. The firm's corporate practice covers high-growth markets across Asia-Pacific, the Middle East, and the CIS region, supported by a network of local counsel with on-the-ground knowledge. To discuss your company formation requirements in Georgia, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.