Non-Resident Director of a Georgian LLC: The Full Position

No residency requirement on paper. The real questions sit in permanent establishment risk and the bank.

A foreign national can be the sole director of a Georgian LLC, living anywhere in the world, with no residency permit, no citizenship condition and no requirement to ever set foot in the country. That part of the law is genuinely simple and genuinely favourable. What is not simple, and what the straightforward legal answer tends to hide, is what happens once that director actually starts running the company from wherever they live: a real question about where the business gets taxed, and a practical question about how the bank treats a signatory who is never in the branch. Here is the legal position in full, where the permanent establishment risk actually comes from, and what a non-resident director should expect from the banking side of running the company.

The Law of Georgia on Entrepreneurs sets no citizenship, residency or nationality condition on who can direct a Georgian LLC. Under Article 9(1), management is exercised by directors "unless otherwise provided for by the charter," and nothing in the surrounding provisions restricts who can hold that role. A foreign national living permanently outside Georgia can be appointed director with exactly the same legal standing as a Georgian citizen resident in Tbilisi, and our LLC registration service handles that appointment the same way regardless of where the director actually lives.

This is worth stating plainly because it is one of the genuine differentiators of registering here compared with jurisdictions that require a resident director, a local nominee, or at minimum a local registered agent tied to a physical person in the country. Georgia asks for none of that. Founders can hold every director position in the company themselves, from wherever they actually live, and the registration itself proceeds identically either way.

What a director actually has to do, on paper

Whoever is named as director has to give written consent to the appointment as part of the registration filing, alongside the company's registered legal address and the charter every founder signs. Where the founder and the director are the same person, this is a formality that costs nothing beyond the paperwork itself. Where the company appoints someone other than an owner as director, the consent is the point at which that person's authority and obligations to the company actually get fixed in writing, and it is worth taking seriously rather than treating as a rubber stamp regardless of whether the director happens to live in Georgia or not.

A Georgian LLC can also have more than one director, and the charter states whether they act jointly or independently when signing contracts or instructing the bank on the company's behalf. This matters more than founders often assume. Appointing two directors does not automatically mean every decision needs both signatures. Unless the charter specifies otherwise, either director may be able to bind the company alone, which is a decision worth making deliberately at the charter stage rather than discovering by accident later, particularly where one director lives in Georgia and the other does not and the two are not always reachable at the same time.

The permanent establishment risk runs the other way

This is the part almost every guide to non-resident directorship gets backwards, because people instinctively worry about the Georgian side of the question when the real exposure sits on the other side of the border entirely.

Georgia treats any company incorporated under its law as a Georgian tax resident, regardless of where it is actually managed, confirmed in PwC's summary of Georgian corporate residence. That part is settled and simple. The harder question is what the country where the director actually lives does with the same company, and most jurisdictions run a parallel test of their own: a company is often treated as tax resident wherever its place of effective management sits, not only where it was incorporated.

A director who personally manages a Georgian LLC full time from an apartment in another country gives that country a genuine, defensible basis to argue the company is managed there, and in some cases to treat the director's own activity as creating a permanent establishment, a dependent agent acting on the company's behalf, inside its own borders. This is not a theoretical risk reserved for large, obviously aggressive structures. It is closer to the default outcome for a company whose sole director simply lives and works somewhere else, full time, year round, and treats the Georgian registration as the whole of the company's presence.

The risk people worry about is not the one that actually bites

Non-resident directors tend to ask whether Georgia will treat them as some kind of foreign risk. The real exposure runs the opposite way. Georgia is comfortable with a foreign director by design, and the law says so plainly. The country where that director actually lives and personally manages the company from is the one with a genuine basis to claim the company as its own tax resident, or to treat the director's own presence there as a taxable footprint for the business. The risk is not inbound. It is outbound, and it is the director's own country of residence doing the claiming.

We work through this mechanism in full, including how a tax treaty tie-breaker can sometimes resolve which country actually wins the claim and what happens where no treaty exists at all, in 1% tax without living in Georgia. That guide is written primarily around an Individual Entrepreneur, but the underlying permanent establishment logic applies with equal force to a director personally running an LLC from abroad. The practical difference is that an IE has no separate legal identity to argue about, while an LLC forces the question of company residency and personal residency to be answered as two related but genuinely separate tests, run in parallel by two different countries that may not agree.

Company residency and your own residency are two different questions

It is worth being precise about what is actually being tested here, because conflating the two is how people end up structuring around the wrong problem.

Your own personal tax residency is decided by where you spend your time and where your own centre of life sits, a question our Georgian tax residency guide covers on its own terms. The company's tax residency is a separate question entirely, and for an LLC it turns on incorporation, and often on effective management, rather than on where any individual director happens to be personally resident. A director can be non-resident in Georgia personally while the LLC they direct remains, correctly, a Georgian tax resident under Georgian law. The complication is not that Georgia loses this argument. It is that another country can simultaneously win the same argument under its own rules, leaving the same company treated as resident in two places at once, with two sets of filing obligations and no guarantee that a treaty exists to sort out which one actually collects the tax.

Where Georgia has a double tax treaty with the director's own country, a tie-breaker provision can sometimes resolve the conflict, generally by looking at where the company's real management and control genuinely sit. Where no treaty exists, both countries can simply assert their own claim, and the director is left maintaining two conflicting tax positions rather than one clean one. This is exactly the kind of question worth resolving with proper cross-border advice before structuring a company around a director who has no intention of ever being in Georgia, rather than after the fact.

What actually changes at the bank

Set the tax question aside and the banking reality is more concrete, and it is where most non-resident directors first notice that their status matters in practice.

Opening a business bank account for an LLC involves checking every shareholder above a certain ownership threshold individually, not only the director who shows up to sign. Register with two or three founders and expect the bank to ask for all of their passports even where only one of them plans to be the day-to-day signatory. A missing shareholder's documents, rather than any difference in how banks treat a non-resident director specifically, is the most common reason an LLC account application runs longer than an Individual Entrepreneur's.

The part that genuinely does not bend for a non-resident director is the branch visit itself. Georgian banks generally require the account signatory to be physically present to open the account, and this is decided case by case rather than offered as a standard remote product. A director who never plans to visit Georgia in person needs to think through, before registering, who will actually be able to sit in the branch and be identified as the signatory, because that person is fixed once the account exists. Adding a second signatory later, say, a co-director who was not present at the original account opening, means a further branch appointment, not a form submitted from abroad.

Decide the signatory before you register, not after

For an LLC with two directors who split responsibilities, one resident and one not, it is worth deciding upfront which of them will actually be the account signatory. That decision is fixed once the bank has identified someone in person, and changing it afterward costs a second branch visit rather than a quick administrative update.

Running the company day to day from outside Georgia

None of the above means a non-resident director cannot genuinely run a Georgian LLC. It means the practical shape of running it looks different from managing a company you can walk into physically whenever something needs signing.

Monthly filing through rs.ge runs the same regardless of where the director sits, and most non-resident directors hand this to an accountant rather than manage the Georgian-language portal personally. Contracts and instructions to the bank need to route through whichever director the charter names as authorised to sign, which is exactly why the joint-versus-independent signing question at the charter stage matters as much as it does. And decisions that require a director's genuine, ongoing attention, hiring, major contracts, banking relationships, are the ones most likely to surface the permanent establishment question above, since they are the clearest evidence of where the company is actually being managed from.

A director who splits time between Georgia and elsewhere, or who genuinely delegates day-to-day management to someone physically present in Georgia, sits in a meaningfully different position from one who manages everything personally and permanently from a single foreign address. Directors who never plan to relocate at all often run the whole setup, registration included, through remote company registration under power of attorney, which changes nothing about the residency analysis above. The latter is the case where the country of residence has the strongest argument that the company is really managed there, whatever the incorporation certificate says.

What changes if the director also lives in Georgia

Where a director genuinely spends enough time in Georgia to cross the 183-day residency threshold, or otherwise becomes Georgian tax resident in their own right, much of the cross-border complexity above simply resolves itself. The company's management and the director's own tax residency point the same direction, and the competing-claim problem between two countries mostly disappears because there is no longer a second country with an obviously stronger claim to being where the business is actually run.

This is not a requirement. Plenty of non-resident directors run genuinely compliant Georgian LLCs without ever crossing that threshold. It is simply the case where the underlying tension described above stops applying, and it is worth knowing as the cleanest version of the arrangement if residency in Georgia is something you were considering anyway for other reasons.

Structuring a company you'll direct from abroad

We register the LLC, draft the charter with the right signing authority for however many directors you actually have, and flag the residency and permanent establishment questions worth resolving before you start running the company, not after.

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Key takeaways

  • Decide which director will actually be the bank signatory before registering, since changing it later costs a second branch visit rather than a form.
  • Get every shareholder's documents ready ahead of the bank appointment, not only the signing director's, since a missing one is what actually slows an LLC application.
  • Resolve the permanent establishment question against your own country's rules before deciding who manages the company day to day, not after the structure is already running.
  • Check whether a tax treaty actually exists between Georgia and your country of residence before assuming a tie-breaker will settle a dual-residency claim.
  • Fix joint versus independent signing authority in the charter deliberately, rather than accepting whatever the standard template assumes by default.
  • Revisit the whole calculation if you are already spending enough time in Georgia to become tax resident yourself, since much of the tension above stops applying.

Frequently asked questions

Can a foreigner be the sole director of a Georgian LLC?

Yes. There is no residency, citizenship or nationality requirement under the Law on Entrepreneurs. A single foreign national can be both the sole founder and sole director, with full authority to run the company.

Does a non-resident director have to visit Georgia?

Not for the registration or the director role itself. The one part of running the company that genuinely benefits from a visit is opening the bank account, since Georgian banks generally want the signatory physically present in the branch.

What is permanent establishment risk for a non-resident director?

It is the risk that the country where the director actually lives and manages the company treats that activity as a taxable presence there, either by claiming the company itself as resident under a place-of-effective-management test, or by treating the director as a dependent agent creating a permanent establishment on the company's behalf.

Does Georgia consider a foreign-managed Georgian LLC to be a Georgian tax resident?

Yes. Georgia treats any company incorporated under its law as a Georgian tax resident regardless of where it is actually managed. The complication is that the director's own country of residence can simultaneously make the same claim under its own rules.

Can the same company be tax resident in two countries at once?

Yes, in practice, where Georgia and the director's country of residence each apply their own residency test and reach different conclusions. A tax treaty tie-breaker can sometimes resolve which one wins; without a treaty, both countries can maintain their claim.

What documents does a non-resident director need to open a bank account?

Passports for every director and shareholder above the bank's ownership threshold, the company's registration extract, the charter, and a director's resolution naming the signatory. The signatory still needs to appear in person, regardless of where the other directors or shareholders live.

Can a Georgian LLC have more than one director, with one resident and one not?

Yes. The charter states whether directors act jointly or independently. Deciding this at the charter stage matters especially where directors are not always reachable at the same time, since it determines whether one director alone can sign contracts or instruct the bank.

Does living in Georgia change anything for a director?

Where a director genuinely becomes Georgian tax resident, the competing-claim problem largely resolves itself, since the company's management and the director's own residency then point the same direction. It is not a requirement, but it is the cleanest version of the arrangement where it applies.

Is a nominee or local director required in Georgia?

No. Unlike jurisdictions that require a resident director or a local registered agent tied to a physical person, Georgia has no such requirement. Founders can hold every director position themselves regardless of where they live.

What happens if I want to add a second signatory to the bank account later?

It requires a separate branch appointment for that person to be identified in person. It cannot be added remotely or through an online form, regardless of whether the first signatory already completed that step.

Should I resolve the permanent establishment question before or after registering the LLC?

Before, wherever possible. It is a question about your own country's tax rules as much as Georgia's, and it shapes decisions, like who is named director and how management is actually structured, that are considerably cheaper to get right at the charter stage than to unwind afterward.

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