Company Formation in Georgia

Entity types, incorporation and annual compliance

Figures and rules below come from the Law of Georgia on Entrepreneurs (consolidated English text on matsne.gov.ge, last amended 26 November 2025), the NAPR fees page, the Tax Code of Georgia (publication of 15 October 2026) and the SARAS reporting page, all read on 31 October 2026.

• Governing law and framework: the Law of Georgia on Entrepreneurs, No 875-V of 2 August 2021. Its main articles have been in force since 1 January 2022 (Law on Entrepreneurs art. 255(2), (3)). Entrepreneurs are registered by the registration authority, the National Agency of Public Registry (NAPR) under the Ministry of Justice (arts. 4(3), 8(1))
• Legal forms: business can be run by an individual entrepreneur or a company. Companies are the general partnership, limited partnership, limited liability company (LLC), joint-stock company (JSC) and cooperative (Law on Entrepreneurs art. 2(3)). A company is a legal person (art. 2(4))
• Individual entrepreneur: not a legal person. He or she is personally liable to creditors with all personal assets, unless agreed otherwise with the creditor (Law on Entrepreneurs art. 2(5))
• Free professions: artistic, scientific, medical, architectural, legal, arbitration, mediation, notary, audit and consulting (including tax consulting) work by individuals is not business activity under the Law. Such professionals may still use an entrepreneur form (Law on Entrepreneurs art. 3(1), (3))
• Most common entity type: the LLC. Its capital is divided into shares and partners' liability is limited. The company is liable with all its assets and not for its partners' debts (Law on Entrepreneurs art. 123)
• Single-member company: an LLC or a JSC can be set up by one person (Law on Entrepreneurs art. 19(1))
• Branch of a foreign company: a branch is not a legal person. A branch of a Georgian entrepreneur is not registered (Law on Entrepreneurs art. 15(1)). A branch of a foreign entrepreneur is registered with NAPR on duly certified documents (Law on Entrepreneurs art. 15(1), (4)). NAPR gives it a tax identification number at the same time (Tax Code art. 66(3))
• Minimum capital, LLC: none set by law. The subscribed capital is the amount the company determines. A company other than a JSC with only no-par shares can set it at any amount (Law on Entrepreneurs art. 28)
• Minimum capital, JSC: GEL 100,000 at registration (Law on Entrepreneurs art. 156(1))
• Instrument of incorporation: in writing, signed by all founders. Signatures are notarised, or certified by NAPR or a body it authorises, or made as an electronic signature under the e-documents law (Law on Entrepreneurs art. 4(2), (3)). It contains the statute and data including the brand name, legal address, partners' identification data and managers (art. 5(1), (2))
• Documents to register a company: the instrument of incorporation, and each manager's consent unless it is in the instrument (Law on Entrepreneurs art. 9(1))
• When the company exists: from the moment of registration (Law on Entrepreneurs art. 8(6)). Founders are jointly liable for obligations taken on before registration unless the company approves them (art. 10)
• Registration authority: NAPR. Registration covers both state and tax registration, and NAPR sends the data to the Revenue Service (Law on Entrepreneurs art. 8(1), (2))
• NAPR fee and time, company (any form except individual entrepreneur): GEL 200 for 1 working day; GEL 400 for the same day as filing (NAPR, Fees and Terms, Business registration)
• NAPR fee and time, individual entrepreneur: GEL 26 for 1 working day; GEL 75 for the same day (NAPR, Fees and Terms). The application carries name, legal address, personal number or identity document data and signature (Law on Entrepreneurs art. 11(1), (2))
• English-language extract: GEL 26 added to the fee of the service it goes with (NAPR, Fees and Terms)
• NAPR certification of signatures on a document filed for registration: GEL 7, done immediately (NAPR, Fees and Terms)
• Core incorporation steps:
  1. Prepare the instrument of incorporation and certify signatures (art. 4).
  2. File with NAPR (arts. 8, 9). NAPR or a body it authorises can certify the signatures (art. 4(3)).
  3. Registration takes effect on publication on NAPR's electronic platform, and the company gets its tax registration at the same time (art. 8(1), (7)).
  4. Open a bank account.
  5. Register for VAT if the threshold applies.
• Companies registered before 2022: had to bring their registry data into line with the new Law before 1 April 2026. If they did not, registration is suspended and no extract is issued. From 1 January 2027 NAPR records a defect and gives 3 months to fix it, then revokes the registration. This does not apply to individual entrepreneurs (Law on Entrepreneurs art. 254(1), (1^1), (1^3), (1^4), (1^6))
• VAT registration threshold: apply within 2 business days of exceeding GEL 100,000 of taxable supplies in any 12 consecutive months. Voluntary registration is allowed (Tax Code art. 165(1), (6)). Detail: georgia-vat.
• Late registration as a taxpayer: GEL 500 fine (Tax Code art. 273)
• Dividends: a company may not pay a dividend if this makes it insolvent (Law on Entrepreneurs art. 33). For the profit tax and 5% withholding on dividends, see ge-corporate-income-tax.
• Core annual tax compliance:
  • monthly profit tax return by the 15th (Tax Code art. 153(10));
  • monthly return on salaries paid and tax withheld by the 15th (art. 153(5)); for funded pension contributions on salaries, see georgia-social-contributions;
  • monthly VAT return by the 15th if registered (art. 168(1)).
• Accounting and financial statements: under the Law on Accounting, Reporting and Audit (Law on Entrepreneurs art. 56(1)). Entities file their financial statements with SARAS (Service for Accounting, Reporting and Auditing Supervision) by 1 October of the following year, or within 9 months of a non-calendar year end (SARAS, Reporting supervision)
• Size categories (two of three tests at year end) (SARAS, Reporting supervision):
  • Category I: assets over GEL 50 million, revenue over GEL 100 million, over 250 employees. IFRS and audit required.
  • Category II: up to GEL 50 million, GEL 100 million, 250 employees, and not category III or IV. IFRS and audit required.
  • Category III: up to GEL 10 million, GEL 20 million, 50 employees. IFRS for SMEs (full IFRS allowed); no audit unless another law requires it.
  • Category IV: up to GEL 1 million, GEL 2 million, 10 employees. SARAS's Category IV standard (higher standards allowed); no audit unless another law requires it.
• Public-interest entities: IFRS, and an annual audit for category I and II public-interest entities (Law on Entrepreneurs art. 56(2); SARAS, Reporting supervision)

Sources

Source	URL	Read on
Law of Georgia on Entrepreneurs No 875-V, consolidated English text (to 26 November 2025): arts. 2 to 5, 8 to 11, 15, 19, 28, 33, 56, 123, 156, 254, 255	https://matsne.gov.ge/en/document/view/5230186?publication=13	2026-10-31
National Agency of Public Registry, Fees and Terms, Business registration	https://napr.gov.ge/en/page/fees-and-terms	2026-10-31
Tax Code of Georgia, consolidated English text, publication of 15 October 2026: arts. 66, 153, 165, 168, 273	https://matsne.gov.ge/en/document/view/1043717?publication=247	2026-10-31
SARAS, Reporting supervision (size categories, standards, 1 October deadline)	https://www.saras.gov.ge/en/Home/ReportSupervision	2026-10-31

Not yet confirmed: the Law on Accounting, Reporting and Audit itself (matsne returned "Access denied"; size categories and deadlines are from the SARAS page); the NAPR fee for registering a branch of a foreign company, if different from the company fee; name reservation rules and fees; whether a company must have a Georgian bank account or local director (not found in the Law); timelines for SARAS penalties.