Setting up a company in Georgia
To set up a company in Georgia, the country in the Caucasus with its capital in Tbilisi, you register it with the National Agency of Public Registry (NAPR), and that one registration also covers tax registration. This guide is about Georgia the country, not the US state. It covers the legal forms, documents, legal address, official fees and the duties that follow: SARAS filings, profit tax, VAT, special statuses and residence permits.
Set up a company in Georgia: the steps in order
- Choose the form: a limited liability company (LLC), a joint stock company (JSC), an individual entrepreneur, or a branch of your foreign company.
- Secure a legal address in Georgia, with the owner’s consent if the property is not yours.
- Draft the instrument of incorporation, or use the standard statute approved by the Minister of Justice.
- Sign it: every founding partner signs, and the signature is notarised, certified by NAPR or made electronically.
- File with NAPR at a Public Service Hall, a NAPR office, through an authorised person or online at my.gov.ge.
- Pay the fee: GEL 200 for one working day or GEL 400 for the same day.
- Diarise the first year: VAT above GEL 100,000 of sales, monthly returns and the SARAS statements.
Choose the legal form: LLC, JSC, individual entrepreneur or branch
The Law of Georgia on Entrepreneurs lets business be carried on by an individual entrepreneur or by a company. General partnerships, limited partnerships, LLCs, JSCs and cooperatives all count as companies, and each is a legal person. An individual entrepreneur is not.
| Form | Legal person | Capital at registration | Typical use |
|---|---|---|---|
| LLC | yes | no minimum set by the Law | trading, services, holding a project |
| JSC | yes | at least GEL 100,000 | larger capital, many shareholders |
| Individual entrepreneur | no, the owner is liable with all assets | none | a person working alone |
| Branch of a foreign company | no, part of the foreign entity | none | a foreign group with a presence in Georgia |
Limited liability company (LLC)
Of the firms on Accountanty, 40 name the LLC among the forms they register, more than any other form. NAPR’s frequently asked questions say that stating an LLC’s capital in the registration data is not always mandatory, and the Law sets no minimum in its articles on capital. One founder is enough. The company needs one or more managers, each appointed for up to three years and eligible for reappointment.
Joint stock company (JSC)
A JSC needs subscribed capital of at least GEL 100,000 when it is registered. NAPR adds that the paid-in part must be in money and must be at least 25% of the invested capital. A JSC, too, may have a single founder.
Individual entrepreneur
An individual entrepreneur is a natural person trading in his or her own name and, under the Law, liable to creditors with all personal assets unless a creditor agrees otherwise. This is the form linked to the small business status described below.
Branch of a foreign company
A company registered abroad can register a branch with NAPR; the branch is not a legal person. The file holds the foreign registration document, the articles, the parent’s decision, the manager’s consent and the branch’s legal address, all certified as the Georgian rules require. The Ministry of Foreign Affairs notes that NAPR issues the branch’s tax identification number at registration. A branch of an LLC or JSC must also disclose the parent’s audited financial statements on the website of the company or branch.
Documents and signatures
The founders file the written instrument of incorporation, signed by all of them, and each manager’s consent unless the instrument already contains it. Under Articles 4 and 9 of the Law, the signature is notarised, certified by NAPR or another authorised body, or created under the Law on Electronic Documents and Electronic Trust Services. The same choice applies to a power of attorney for a founder who will not file in person.
NAPR publishes sample founding agreements, and the standard statute approved by Order No. 791 of the Minister of Justice can replace a custom one. A foreign individual partner is identified by the equivalent data a Georgian notary would use; a corporate partner gives its name, legal address and identification number.
Legal address and the company’s portal page
The Law requires the legal address to be the entrepreneur’s actual address in the territory of Georgia. If you do not own the property, NAPR asks for the owner’s consent or a document showing your right to use it. Firms that offer an address are listed under virtual office in Georgia.
At the first registration NAPR also opens the entity’s page on the unified electronic portal, its electronic address until it is closed. The head of the company manages that page, so the instrument gives that person’s phone number and e-mail.
Registering with NAPR: where, fees and timeframes
Registration is mandatory, and the company exists from the moment it is registered. NAPR sends the data to the Revenue Service electronically. A NAPR notice lists where to file: any Public Service Hall, any NAPR territorial office, authorised persons, or remotely on my.gov.ge.
| Service (NAPR fees and terms) | 1 working day | Same day |
|---|---|---|
| Registration of a company (LLC, JSC, partnership, cooperative) | GEL 200 | GEL 400 |
| Registration of an individual entrepreneur | GEL 26 | GEL 75 |
| Registry extract | GEL 20 | GEL 75 |
| Registry extract requested online | GEL 13 | GEL 52 |
An English-language extract adds GEL 26 to the service fee. The registered data are public: partners of partnerships and LLCs are entered in the registry, and electronic copies of the registration documents are published free of charge.
Companies registered before 1 January 2022 had to bring their data into line with the Law by 1 April 2026, or NAPR suspends the registration and stops issuing extracts. If you are buying an existing company, check that this was done.
Accounting, financial statements and audit
Accounts and statements follow the Law on Accounting, Reporting and Audit, under the Service for Accounting, Reporting and Auditing Supervision (SARAS). SARAS sorts entities into four size categories; the table gives its tests in its own terms.
| Category | Size test (as SARAS states it) | Reporting standard | Audit |
|---|---|---|---|
| IV | assets up to GEL 1 million, revenue up to GEL 2 million, up to 10 employees | SARAS standard for category IV, or a higher one | not required unless another law requires it |
| III | assets up to GEL 10 million, revenue up to GEL 20 million, up to 50 employees | IFRS for SMEs, or full IFRS | not required unless another law requires it |
| II | not category III or IV, and within two of: assets up to GEL 50 million, revenue up to GEL 100 million, up to 250 employees | IFRS for SMEs, or full IFRS | every reporting period |
| I | two of: assets over GEL 50 million, revenue over GEL 100 million, over 250 employees | IFRS | every reporting period |
Statements reach SARAS no later than 1 October of the year after the reporting period. Public-interest entities, such as commercial banks, insurers and listed companies, use IFRS and are audited every year. SARAS has consulted on draft amendments to the accounting law, so check its pages before you file. See accounting in Georgia and audit in Georgia.
How a Georgian company is taxed
The Tax Code of Georgia treats an enterprise as Georgian when its place of business or management is in Georgia. Profit tax is charged mainly when profit leaves the company: its object is distributed profit, plus expenses unrelated to the business, free supplies and representation costs above the limit.
- Profit tax: the Revenue Service states a rate of 15 percent, with the taxable amount found by dividing the payment by 0.85. Banks, credit unions, microfinance organisations and loan providers pay 20%.
- Dividends: paid to a natural person, a non-commercial entity or a non-resident company, they carry 5% tax at source. A resident individual pays nothing further on them.
- Personal income tax: 20% on a natural person’s taxable income, unless the Code provides otherwise.
- Returns: a return on remuneration paid and tax withheld is due by the 15th of the following month.
Firms that handle these filings are listed under tax compliance in Georgia and payroll in Georgia.
VAT: 18% and the GEL 100,000 threshold
The VAT rate is 18%, and the accounting period is a calendar month. A business must apply for VAT registration within 2 business days of passing GEL 100,000 of taxable supplies in any 12 consecutive calendar months, and it may register voluntarily earlier. Returns and payment are due by the 15th of the following month. See VAT in Georgia.
Small business status for individual entrepreneurs
Only a natural person can hold small business status; an LLC cannot. It starts on the first day of the month after the application, which costs GEL 100 at a service centre and nothing from the authorised user’s page.
Under the Tax Code, taxable income is taxed at 1%, and at 3% from the month gross income passes GEL 500,000 in the year (GEL 700,000 for wine and agro tourism operators). The status is revoked once gross income exceeds GEL 500,000 in each of 2 calendar years. Dividends, interest, royalties and rent follow the general rules. The status is not available for licensed or permitted activities, foreign exchange, medical, architectural, legal, notarial, audit or consulting work, gambling, staffing or excisable goods.
Special statuses: International Company, Virtual Zone and free industrial zones
Each status is set by law and has conditions to check against your real activity.
- International Company. A Georgian enterprise doing only the activities in Government Resolution N619, such as software publishing and computer programming, can apply to the Revenue Service. It needs 2 years of experience in the activity, its own, its majority partners’ or that of the non-resident it represents, and real staff and costs in Georgia, and the Government decides. The profit tax rate is 5 percent, employment income is taxed at 5 percent, and its dividends are not taxed at source. Other income may not exceed 2% of permitted income.
- Virtual Zone person. Under the Law on Information Technology Zones, a legal person producing IT in Georgia can hold this status. Profit from supplying that IT outside Georgia is not subject to profit tax, and such supplies carry no VAT. The status is granted within 10 working days.
- Free industrial zones. The Revenue Service lists four: Poti, Kutaisi, Kutaisi Hualing and the Tbilisi Technology Park. Profit distributed from permitted activities in a zone is exempt from income tax, and operations there are exempt from VAT.
Residence permits for founders
A company does not by itself give the right to live in Georgia. The State Services Development Agency (SDA) issues residence permits, and two routes concern founders.
- Work residence permit: for a foreigner carrying out entrepreneurial activity. The Revenue Service must confirm that the enterprise the applicant founded turns over at least GEL 50,000 a year per applicant.
- Investment residence permit: for at least USD 300,000 invested in Georgia, shown by a certified auditor’s report, or real estate (other than agricultural land) worth more. Under the Law on the Legal Status of Aliens it may run for 5 years, and it ends if turnover falls below USD 50,000 in year one, USD 100,000 in year two, or USD 120,000 in years three to five.
SDA charges GEL 300, 450 or 600 for a decision in 30, 20 or 10 calendar days. See residency and visas in Georgia.
Mistakes to avoid
- Following a guide for the US state. Check that the registry is NAPR and the fees are in GEL.
- An address you cannot document. NAPR wants the owner’s consent or proof of your right to use it.
- Expecting 1% for a company. Small business status is for individual entrepreneurs only, and many professions are excluded.
- Missing the 2 business days for VAT registration after passing GEL 100,000.
- Forgetting SARAS. Statements are due by 1 October, even from small entities.
Finding help in Georgia
Accountanty lists 53 firms in Georgia: 19 corporate services providers, 18 law firms and 16 accounting firms. All 53 work with foreign clients, and 51 offer company formation. Most are in Tbilisi (48), with 5 in Batumi. English is offered by 50, Russian by 34 and Georgian by 31. For a business account, 37 firms list bank account assistance, though the bank makes its own decision.
How to compare providers and read a quote is covered on company formation in Georgia, and firms used to non-resident clients are under accountants for foreign clients in Georgia. Once your plans are clear, one free quote request is enough: Accountanty checks it and forwards it to firms able to help you set up a company in Georgia.