LLC registration in Georgia is fast on paper: one business day at the registry, no minimum capital, no local director requirement. What the fast version leaves out is that the charter you file that day sets the ownership and governance of the company for as long as it exists, and unwinding a badly drafted one later costs far more than getting it right at the start. Here is the process end to end, including the three documents that actually decide how the company runs.
What a Georgian LLC actually is
A Limited Liability Company, შპს in Georgian and usually written SHPS, is a separate legal person. It signs its own contracts, holds its own bank accounts, and its debts are its own rather than yours. That single distinction is what makes it a different tool from an Individual Entrepreneur: an IE is registered against you personally with no liability shield, while an LLC exists independently of whoever owns it.
Georgia also taxes an LLC differently from an IE. Corporate income is charged at 15% only when it is distributed, under an Estonian-style model, according to PwC's summary of Georgian corporate taxation. Profit you reinvest rather than pay out is not taxed at all. That is a genuinely different economics from the 1% turnover regime available to an Individual Entrepreneur, and we compare the two properly in individual entrepreneur versus an LLC.
Minimum share capital
There isn't one. The Law of Georgia on Entrepreneurs states plainly that "the capital of a limited liability company may be fixed in any amount," under Article 45. You state a nominal capital contribution in the charter and there is nothing to deposit, prove, or lock up before the registry will process the filing.
That does not make the number meaningless. It is public record, and it is one of the first things a bank or a serious counterparty checks when deciding how seriously to take the company. Declaring 1 GEL of capital is legal and instantly readable as exactly what it is. Most founders declare something that roughly reflects what they are actually putting into the business, which costs nothing extra and avoids the conversation later.
Contributions do not have to be cash. The law allows tangible and intangible assets, and the fulfilment of work or delivery of services, to count toward a founder's contribution, so long as the split between founders is recorded as a percentage that sums to one across the whole ownership.
No authority verifies the capital figure you declare, but it is on public record permanently. A figure that is obviously nominal is fine for a solo founder who plans to fund the business through invoicing rather than a capital injection. It starts to look odd the moment you are pitching an investor, applying for a lease, or trying to convince a bank the company has real backing behind it.
The LLC charter
The charter, also called the founding agreement, is the document that actually governs the company, and Georgia gives you two ways to produce one.
A standard charter. The Ministry of Justice approves standard charter templates, published on the Legislative Herald's electronic portal, and using one means you do not need to draft or separately submit a charter document at all - the standard terms apply by reference. This is the fast route and it suits a straightforward single-owner or evenly-split company with no unusual governance needs.
A custom charter. If founders want a different management structure, restrictions on transferring shares, detailed voting or veto rights, or any arrangement that departs from the standard template, a bespoke charter has to be drafted and certified before it is submitted to the registry.
The situations that actually need a custom charter are fairly predictable: an investor wanting veto rights over specific decisions, a founder contributing work or expertise rather than cash and wanting shares that vest over time rather than issue in full on day one, unequal voting power that does not track ownership percentage, or a right of first refusal before any partner can sell their stake to an outsider. None of that is available through the standard template, and none of it is something you want to discover you needed after the company is already registered.
Under Article 5(1) of the Law on Entrepreneurs, the registration filing itself has to state the company's name and legal form, its legal address, every partner's identifying details, the management structure and how decisions get made, each partner's shareholding as a fraction of the whole, and who is authorised to represent and sign for the company. That much is required regardless of which charter route you take.
Most founders we work with draft the charter in Georgian and English side by side, and sign it in front of a registry officer as part of filing. If a founder is itself a company rather than an individual, that company's own incorporation documents need to be apostilled or legalised in its home country first, which is the step most likely to add weeks rather than days to the timeline.
Founders and directors
Any natural person or legal entity can be a founder, with no residency, citizenship, or nationality restriction. A single person can be the sole founder and sole director of a Georgian LLC, and multiple founders can split ownership in any proportion they agree.
Directors run the company day to day. Under Article 9(1), management is exercised by directors "unless otherwise provided for by the charter," which is the law's way of saying the charter can shift day-to-day authority elsewhere if founders want a different structure. There is no requirement that a director be a Georgian citizen or resident, and a foreign national can hold the role outright.
Whoever is named as director has to give written consent to the appointment as part of the registration filing. If you are both the sole founder and the sole director, this is a formality; if the director is someone other than the owner, it is the point where their obligations and authority actually get fixed in writing.
Georgia also allows more than one director, and the charter states whether they act jointly or independently for the purposes of signing contracts and instructing the bank. Founders sometimes assume that appointing two directors automatically means every decision needs both signatures; unless the charter says so explicitly, either one may be able to bind the company alone, which is worth deciding deliberately rather than by default.
We cover the practical side of running a company with a director who lives outside Georgia, including how it affects banking, in non-resident director.
Shareholders agreement
The charter and a shareholders agreement do different jobs, and conflating them is a common way founders end up with neither document doing what they needed.
The charter is the public record: who owns what, how the company is managed, who can sign for it. A shareholders agreement is a private contract between the owners, not filed with the registry, that covers what happens when things go wrong between them - what happens if one founder wants to exit, what happens if the founders deadlock on a decision, whether a departing shareholder has to offer their shares to the others first, and how disputes get resolved before they end up in court.
Wherever there is more than one owner, we recommend one as a matter of course. It is considerably cheaper to negotiate the terms of a disagreement before anyone is angry about anything specific, and a charter that only records ownership percentages has nothing to say about any of these situations when they actually happen.
Registering at the public registry
Filing happens at a Public Service Hall branch of the National Agency of Public Registry.
| Service | Fee | Turnaround |
|---|---|---|
| Standard registration | 200 GEL | 1 business day |
| Expedited registration | 400 GEL | Same day |
For an LLC you bring passports for every founder and the director, the charter or the standard-charter election, written director consent, and documentation for the registered legal address. If any founder is a foreign company, its apostilled incorporation documents come with it. Once the registry files the application and the charter is signed, the company exists as a legal entity, and you leave with a registration certificate and an identification number.
That number then has to be activated for tax at the Revenue Service, a genuinely separate step covered fully in how to register a company in Georgia, including VAT registration if your turnover already justifies it.
How LLC profit is actually taxed
Georgia runs an Estonian-style corporate tax system. Profit you leave inside the company, reinvested or simply retained, is not taxed at all. The moment you distribute it as a dividend, the company pays 15% corporate income tax on the distribution, and a further 5% dividend withholding applies on top, so a distribution to an individual owner costs roughly 20% all-in by the time it reaches them, according to PwC's summary of Georgian withholding taxes.
This is a genuinely different shape from the 1% turnover tax an Individual Entrepreneur can access through Small Business Status. The 1% is cheaper for most solo service businesses under the 500,000 GEL cap. The LLC's advantage shows up once you are reinvesting heavily, have more than one owner, or are past the point where the 1% cap makes sense.
Special regimes worth knowing about before you register
Georgia layers several preferential regimes on top of the standard LLC, and it is worth checking eligibility before you file rather than after, because the activity code you register under affects which of them you can later apply for.
Software companies exporting abroad can apply for Virtual Zone status, which brings corporate tax on foreign-sourced profit down to 0%. Other regimes exist for companies meeting specific substance and history requirements, with their own conditions and their own accounting consequences once you hold them.
Registering without visiting Georgia
None of the above requires you to be physically present. The registration, the charter signing, and the tax registration can all run under a power of attorney signed and apostilled in your own country, with a representative filing on your behalf here. The mechanics, and where the process actually adds time, are in remote company registration.
One caveat worth knowing before committing to doing everything remotely: the bank account is the part that genuinely benefits from being there in person. It is not impossible remotely, but it is the one step in the whole sequence that is narrower than the marketing tends to suggest.
We'll draft the charter, file at the registry, complete tax registration, and go to the bank with you. Fixed fee, three to five business days, and we flag anything about your structure worth reconsidering before you pay for it.
See what it costs
What it costs beyond the state fee
The 100 or 200 GEL registry fee is the government's charge only. On top of it, most founders need a registered legal address if they do not have Georgian property in their own name, a professionally drafted charter if the standard template does not fit, apostille and translation costs for a remote registration, and typically a shareholders agreement wherever there is more than one owner. The full cost breakdown walks through what a complete setup actually runs to.
Common mistakes
The pattern we see most often is founders treating the charter as a formality and defaulting to the standard template when their actual arrangement - uneven voting rights, a silent investor, a founder contributing work rather than cash - needed something written down instead. The second most common is not putting a shareholders agreement in place until after the first disagreement, at which point it is a negotiation rather than a document. More of what goes wrong, and what each mistake costs to fix, is in company registration mistakes.
Key takeaways
- Georgia sets no minimum share capital for an LLC. You declare a nominal figure in the charter.
- The charter can be a Ministry-approved standard template or a custom document; only unusual governance needs require the custom route.
- Any natural person or legal entity can be a founder or director, with no residency or citizenship requirement.
- A shareholders agreement is separate from the charter and is worth having wherever there is more than one owner.
- Registration is one business day and 200 GEL for an LLC, or same-day for 400 GEL, excluding professional and address costs.
- Profit is taxed at 15% on distribution plus 5% dividend withholding, roughly 20% all-in on money actually withdrawn, and 0% on profit you reinvest.
- Only an Individual Entrepreneur can access the 1% turnover regime; an LLC cannot, regardless of how it is structured.
- The whole process can run remotely under power of attorney; the bank account is the step that benefits most from being there in person.
Frequently asked questions
Is there a minimum share capital for an LLC in Georgia?
No. Article 45 of the Law on Entrepreneurs allows the capital to be fixed in any amount, and there is nothing to deposit before registration. You state a nominal figure in the charter, which becomes public record.
What is the LLC charter and do I have to write my own?
It is the founding document governing ownership and management. A Ministry-approved standard charter covers most straightforward companies without any drafting required. A custom charter is only necessary if you want non-standard voting rights, transfer restrictions, or management arrangements.
Do I need a shareholders agreement?
Not legally, but we recommend one wherever there is more than one owner. The charter records who owns what; the shareholders agreement records what happens if owners disagree, want to exit, or stop contributing, which the charter says nothing about.
Can a foreigner be the sole director of a Georgian LLC?
Yes. There is no requirement that a director be a Georgian citizen or resident. A single foreign national can be both the sole founder and sole director.
How long does LLC registration take?
Typically three to five business days once documents are in order: the registry filing itself is one business day, or same-day for the expedited fee, with charter preparation, tax registration, and the bank account adding the rest.
How much does it cost to register an LLC?
The state registration fee is 200 GEL for an LLC, or 400 GEL for same-day processing. That is the government charge only. A registered address, a custom charter, translation for a remote filing, and any professional fees are separate.
How is a Georgian LLC taxed?
Corporate income tax is 15%, charged only when profit is distributed, with a further 5% dividend withholding on payouts to individual owners. Profit retained in the company is not taxed at all.
Can I register an LLC without visiting Georgia?
Yes, through a power of attorney signed and apostilled in your own country. The Georgian steps take roughly the same time; your own country's apostille process sets the overall timeline. Bank account opening is the exception that benefits from an in-person visit.
What is the difference between the charter and a shareholders agreement?
The charter is filed with the registry and is public: it states ownership percentages and management structure. A shareholders agreement is a private contract between owners covering exit, deadlock, and dispute resolution, and it is never filed with the registry.
Can an LLC apply for Small Business Status?
No. The 1% turnover regime is only available to an Individual Entrepreneur. An LLC is taxed under the corporate system regardless of turnover, size, or activity, with no route into the 1% rate.
What happens to the capital I declare in the charter?
Nothing is enforced beyond the declaration itself; there is no requirement to deposit or maintain that amount in a bank account. It exists as a public record of the founders' stated contributions and is one of the things banks and counterparties check when assessing the company.