Business entities in Georgia
Healy Consultants offers our Clients various options for Georgia company setup. There are several ways of doing business in Georgia, the most common being the setting up of a limited liability company (LLC). Clients can also setup a PLC, Branch Office or a Representative Office.
The Georgia limited liability company (LLC)
The Georgia LLC is the most common legal entity used by entrepreneurs looking to setup an SME in Georgia. An LLC must appoint at least 1 director and 1 shareholder who can either be an individual or a legal entity. The directors and shareholders can be of any nationality and can reside in any country. There are no minimum share capital requirements and this type of entity is not required by law to undergo statutory audits.
The Georgia public limited company (PLC)
- The Georgia PLC is commonly preferred by entrepreneurs intending to publicly list the company in the Georgian Stock Exchange market. This legal entity requires only 1 shareholder and director of any nationality to be incorporated. The director and shareholder can either be an individual or a body corporate and can be resident of any country. A US$1 minimum paid-up share capital is required when incorporating a PLC;
- Audit requirements are particularly lenient in Georgia, as public limited companies are not required to submit their financial statements to a statutory auditor, unless i) involved into banking and finance activities ii) listed on a stock exchange and/or iii) they have over 100 shareholders.
The Georgia branch
The Georgian legislation allows foreign companies to setup a branch office in Georgia. The branch is permitted to conduct business in Georgia like any other legal entity although its scope of operations is defined by the parent company. The branch must appoint a branch representative, of any nationality, to oversee the branch’s operations in Georgia.
The Georgia representative office
Companies who are interested in Georgia business setup but do not want to setup a company should consider a representative office. This entity is only permitted to engage in market research and to promote the parent company’s products and services. It is not allowed to conduct any profit generating activities in Georgia.
Comparison table between Georgia business entities
|LLC||PLC||Branch office||Rep office|
|How long to set the company up?||4 weeks||6 weeks||6 weeks||5 weeks|
|How long to open company bank account?||4 weeks||4 weeks||4 weeks||4 weeks|
|Wholly foreign owned?||Yes||Yes||Yes||Yes|
|Minimum share capital?||US$1||US$1||US$0||US$0|
|File annual tax return?||Yes||Yes||Yes||No|
|Tax registration certificate required?||Yes||Yes||Yes||No|
|Recommended corporate bank account?||Kor Standard Bank||Bank of Georgia||Progress Bank||ProCredit Bank|
|Does our Client need to travel?||No||No||No||No|
|Resident director required?||No||No||No||No|
|Resident shareholder required?||No||No||No||No|
|Minimum directors allowed?||1||1||1||1|
|Tax identification code (TIN) needed?||Yes||Yes||Yes||No|
|Georgia resident company secretary required?||No||No||No||No|
|Corporate shareholders allowed?||Yes||Yes||Yes||Yes|
|Corporate director(s) allowed?||Yes||Yes||Yes||Yes|
|Georgia corporate tax rate?||15%||15%||15%||0%|
|Annual financial statements required?||Yes||Yes||Yes||No|
|Statutory audit required?||No||No||No||No|
|Regulated by?||Ministry of Justice of Georgia||Ministry of Justice of Georgia||Ministry of Justice of Georgia||Ministry of Justice of Georgia|
|Allowed to issue sales invoices?||Yes||Yes||Yes||No|
|Allowed to sign contracts?||Yes||Yes||Yes||No|
|Allowed to import and export goods?||Yes||Yes||Yes||No|
|Can rent an office space in Georgia?||Yes||Yes||Yes||Yes|
|Can buy Georgia property?||Yes||Yes||Yes||No|
|Can own equity in other Georgia companies?||Yes||Yes||Yes||No|
|Total Georgia business setup costs in Yr. 1||US$9,550||US$10,750||US$9,750||US$9,200|
|Subsequent annual costs (incl. accounting and tax fee)||US$2,250||US$2,250||US$2,250||US$2,250|
|Sample engagement invoice|