Company Registration in Tbilisi: Step-by-Step for Foreign Founders
- Jul 10
- 11 min read
Table of contents
Company Registration in Tbilisi: Step-by-Step for Foreign Founders
To register a company in Tbilisi, Georgia, you need a surprisingly short list of documents, no local partner, and in most cases less than a week. Georgia has built one of the most accessible company formation systems in the world for foreign founders — a single registration window, no minimum capital for an LLC, and a flat corporate tax structure that treats retained profits at 0%. That combination draws freelancers, IT founders, and investors from across Europe, the Middle East, and Central Asia every year.
This guide covers the full process: entity types, registration steps, documents, special tax statuses, banking, and the compliance you'll carry after day one. Every section is written for founders making a real decision, not for people who are still curious.
What Kind of Company Can a Foreigner Register in Georgia?
The two entities foreign founders use in practice are the Individual Entrepreneur (IE) and the Limited Liability Company (LLC). A few other forms exist in Georgian law, but they serve niche purposes — joint-stock companies for larger capital raises, partnerships for specific professional structures. For the vast majority of international founders, the choice is between these two.
An IE is not a separate legal entity. You and the business are the same legal person, which means simpler accounting but personal liability for business debts. The appeal is the tax rate: IEs that qualify for Small Business Status pay 1% turnover tax on annual revenue up to the threshold set by the Revenue Service (rs.ge). That makes the IE structure popular among freelancers, consultants, and solo remote workers who invoice foreign clients.
An LLC is a separate legal entity. It limits your liability to your capital contribution and gives you a structure that banks, investors, and enterprise clients recognise. There is no minimum share capital requirement under Georgian law, so founders routinely register with a nominal capital contribution. The LLC is also the required vehicle for two important tax statuses: Virtual Zone and International Company — both of which carry significant benefits for IT and technology businesses.
A German software developer billing a Swiss SaaS company, for example, might start as an IE to keep overhead low, then convert or open a parallel LLC once revenue crosses the threshold or a client requests a corporate counterparty. Both paths are legal and common.
For a full breakdown of the IE route, including the Small Business Status application, see Gegidze's Individual Entrepreneur registration service.
The Core Documents You Need Before You Walk In
Georgia's House of Justice — the government agency that handles company registration — processes applications at its Public Service Halls. The document requirements are straightforward, but gaps cause delays. Get this right before you travel or engage a representative.
For an LLC registration, you will need:
Passport (original, valid) for each founder and director
Notarised translation of the passport into Georgian, if the document is not in Georgian or English
A charter (articles of association) drafted in Georgian
A shareholders' agreement if there are multiple founders with non-standard arrangements
A registered legal address in Georgia — a physical address on file with the registry
For an IE, the list is shorter: passport, Georgian TIN (tax identification number), and a local address. The TIN is issued by the Revenue Service and can often be obtained the same day at a Public Service Hall.
One document founders frequently overlook is proof of a registered address. You cannot use a hotel or co-working space directly. A lease agreement for an office, or a formal address-leasing arrangement, satisfies the requirement. Gegidze offers an address leasing service specifically for this purpose — useful if you are setting up remotely or have not yet secured office space.
If you cannot be in Tbilisi in person, a Power of Attorney (POA) allows a local representative to complete the registration on your behalf. The POA must be notarised and, depending on your country of origin, apostilled. The remote LLC registration via POA process is well-established and used by hundreds of foreign founders annually.
IE vs LLC: Choosing the Right Structure
The choice between an IE and an LLC shapes your tax rate, liability exposure, banking access, and eligibility for special statuses. Here is how the two structures compare across the dimensions that matter most to foreign founders.
Dimension | Individual Entrepreneur (IE) | LLC |
Legal personality | None — you are the business | Separate legal entity |
Personal liability | Unlimited | Limited to capital contribution |
Minimum capital | None | None |
Corporate income tax | N/A — IE pays personal income tax or SBS 1% | 15% on profit distribution; 0% on retained profit |
Small Business Status (1%) | Eligible, up to revenue threshold | Not eligible |
Virtual Zone status | Not eligible | Eligible |
Multi-founder ownership | Not possible | Standard — shareholding by percentage |
Registration time | Same day (typically) | 1 business day (typically) |
Bank account complexity | Simpler | More documentation required |
The table above captures the structural differences. What it cannot capture is the practical weight of each factor for your specific situation.
Liability matters more than most founders expect at the start. An IE with substantial contracts, employees, or physical inventory carries real personal risk if something goes wrong. An LLC insulates your personal assets from that exposure.
Tax eligibility is the other pivot point. The 1% Small Business Status rate is only available to IEs — and only up to the annual revenue threshold confirmed by the Revenue Service. Once you exceed that threshold, the rate steps up sharply. An LLC operating under Georgia's standard corporate model pays 15% only when profit is distributed as a dividend; profit left inside the company is not taxed. For a founder reinvesting in growth, that distinction is significant.
For IT businesses with foreign clients, the LLC unlocks Virtual Zone status — a regime that exempts qualifying IT companies from corporate income tax on income earned from outside Georgia. An IE cannot hold Virtual Zone status. If your business model involves exporting software, development services, or digital products to non-Georgian clients, the LLC is almost certainly the right vehicle. The Virtual Zone annual compliance requirements are manageable but must be met each year to keep the status active.
The Registration Process at the House of Justice
The House of Justice is Georgia's one-stop registration authority. You visit a single counter, submit your documents, and the registrar handles everything from company entry to tax identification in one workflow. For most straightforward LLC applications, registration completes within one to three business days. A same-day express option exists for an additional fee — confirm the current fee at the House of Justice before relying on it, as these amounts are updated periodically.
Before you join the queue, make sure every foreign document is apostilled and translated into Georgian by a certified translator. Originals and certified copies both travel through the same counter. The registrar checks the charter, confirms the founding documents are consistent, and issues a registration certificate plus an extract from the Entrepreneurial Registry. That extract is the document banks and tax authorities will ask for first.
Once the LLC is registered, the Revenue Service automatically assigns a taxpayer identification number. You do not file a separate application. The number appears on your registry extract and is active immediately. Your first obligation after registration is choosing a VAT registration status — register voluntarily from day one if your projected turnover warrants it, or wait until you cross the mandatory threshold. Check the current threshold on rs.ge before deciding, because it is a Tier B figure that changes.
If you cannot travel to Tbilisi, the entire LLC registration can be completed remotely through a notarised power of attorney. A trusted representative appears at the House of Justice on your behalf. Read the full process in the guide on Remote LLC Registration in Georgia via Power of Attorney before choosing this route — there are specific notarisation requirements for the POA itself.
Your Registered Address and What Comes After
Every Georgian company needs a registered address on file with the registry. This is not optional and cannot be a P.O. box. For founders who do not yet have a physical office, address leasing is the standard solution — a service provider supplies a compliant legal address that satisfies the registry and the Revenue Service.
The registered address must be in Georgia. A Tbilisi address is common for LLCs targeting the capital's banking relationships and professional networks, but the registry accepts addresses anywhere in the country. Some founders start with a leased address and switch to their own office once operations are established.
After registration, three practical steps follow in close sequence. First, open a Georgian bank account. The company cannot operate commercially without one, and most counterparties expect a local account for GEL transactions. The guide on opening a bank account in Georgia covers what banks currently ask from foreign-owned companies, which is more involved than the registration itself. Second, appoint a director if the founder is not acting in that role personally — the director's details appear on the registry extract and carry legal liability. Third, set up your bookkeeping structure before the first transaction clears, not after. Georgia requires monthly and annual filings, and gaps from the first month are harder to close than gaps discovered at year-end.
For businesses that plan to hire local staff from the start, structuring the employment relationship correctly matters from month one. Georgia has specific payroll withholding rules, and the employer bears the obligation to calculate and remit correctly. Payroll management services handle this for companies that want to keep HR administration off the founding team's plate.
Costs, Timelines, and Ongoing Obligations
Understanding what registration actually costs — and what follows it — lets you plan cash flow before the company earns its first invoice.
Item | Structural Detail | Current Amount / Confirm At |
Standard LLC registration fee | State fee, paid at House of Justice | Confirm current amount at House of Justice (Tier B) |
Express same-day registration | Additional fee on top of standard | Confirm current amount at House of Justice (Tier B) |
Apostille and notarisation | Per document; varies by country of origin | Confirm with your home-country notary / apostille process guide |
Georgian translation | Per page; market rates in Tbilisi | Request quotes from certified translators in Tbilisi |
Registered address (leased) | Annual or monthly, third-party provider | Confirm current rates with provider |
VAT registration | No fee | Mandatory above turnover threshold; confirm threshold on rs.ge |
Annual audit | Required only above the statutory threshold | Confirm threshold with Revenue Service or an accountant |
Corporate income tax (CIT) | Estonian model: 15% on distributed profit, 0% on retained earnings | Tier A — stable structural rate; see full CIT guide |
Small Business Status (IE only) | 1% turnover tax up to the annual threshold | Confirm current threshold on rs.ge |
Georgia's Estonian-model corporate income tax is the feature most founders highlight. The company pays 15% only when it distributes profit as a dividend. Retained earnings reinvested into the business carry zero CIT. For a software company reinvesting aggressively in its first two years, this is a structural advantage over most European jurisdictions. A detailed breakdown of how CIT, VAT, and dividends interact appears in the guide on Georgia's business tax system.
Ongoing compliance is not onerous, but it is consistent. Monthly VAT returns (if registered), monthly payroll withholding declarations, and an annual income tax return are the core obligations. Miss a monthly deadline and a penalty accrues — the Revenue Service does not send reminders. The Georgia monthly and annual tax deadlines page lists every due date. Pin it. If you prefer to hand off the entire filing cycle, tax accounting and bookkeeping services cover monthly and annual obligations for a predictable monthly fee.
For founders thinking beyond basic compliance, tax optimisation solutions covers how to structure salary, dividends, and retained earnings to minimise the effective rate legally. The iGaming sector has its own separate licensing and tax framework — the iGaming Georgia tax benefits guide covers that path specifically.
Frequently Asked Questions
How long does it actually take to register an LLC in Tbilisi if all documents are ready?
The standard registration window at the House of Justice is one to three business days from the moment you submit a complete application. If you choose the express option, the certificate can issue the same day. The bottleneck is almost never the registry itself — it is getting foreign documents apostilled and translated before you arrive. Budget two to four weeks for that preparation phase if your documents originate outside Georgia.
Can I register a company in Georgia without visiting Tbilisi at all?
Yes. A notarised power of attorney allows a representative to complete the entire registration on your behalf. The POA itself must be notarised in your home country and apostilled before it is valid in Georgia. Some founders sign the POA at a Georgian consulate abroad, which removes the apostille requirement. The practical difference between these two routes — and which banks accept which — is covered in the Remote LLC Registration via Power of Attorney guide.
What happens if I register as an IE and later want to switch to an LLC?
You cannot convert an IE into an LLC directly. The standard path is to register a new LLC and then wind down the IE separately. The IE wind-down requires filing a deregistration application with the Revenue Service and settling any outstanding tax obligations. If the IE held contracts or bank accounts, those need to be transferred or terminated at the IE level and re-established at the LLC level. Plan for at least two to four weeks of overlap to avoid a gap in operational capacity.
Do I need a Georgian bank account before or after registration?
Registration comes first. You receive the registry extract and tax ID, then open the bank account using those documents as proof of entity. No Georgian bank requires a pre-existing account to complete the registration. The sequence matters because banks will ask for a certified copy of the extract — the document does not exist until registration is complete.
Is there a minimum share capital required to register an LLC?
Georgian law does not impose a minimum share capital for a standard LLC. You declare the charter capital in the founding documents, and founders commonly set a nominal amount. Certain regulated activities — banking, insurance, some financial services — carry their own capital requirements set by the National Bank of Georgia or the relevant regulator. For a standard trading or service LLC, share capital is a formality, not a financial hurdle.
Can a foreign LLC or offshore holding company be the sole founder of a Georgian LLC?
Yes. A legal entity — including a foreign company — can be the sole or majority founder of a Georgian LLC. The founding entity must provide its own registration documents, apostilled and translated, in the same way an individual founder provides a passport. Some banks scrutinise the beneficial ownership chain more carefully when the founder is itself a company, particularly if that company is registered in a jurisdiction on the FATF grey list. Expect additional KYC requests at the banking stage.
What are the tax residency implications of owning a Georgian LLC without living in Georgia?
Owning a Georgian LLC does not by itself make you a Georgian tax resident. Tax residency for individuals generally requires 183 days of physical presence in Georgia within a calendar year, though the High Net Worth Individual status and other criteria apply in specific cases. A non-resident director or founder owning a Georgian LLC will owe Georgian tax only on Georgia-sourced income — dividends distributed from the LLC, for example. The full requirements and benefits are explained in the Georgia tax residency guide. If you plan to remain non-resident, confirm how your home country treats Georgian-source dividends under any applicable double tax treaty.
What to Watch Next
Georgia's registration system is genuinely fast and founder-friendly today. The area most likely to shift is the banking layer — account opening requirements for foreign-owned companies have tightened in recent years, and individual banks adjust their KYC standards without public notice. Monitor the National Bank of Georgia's circulars on beneficial ownership disclosure if you hold your Georgian LLC through a foreign holding structure. On the tax side, watch the Revenue Service for any updates to the VAT threshold and the Small Business Status income ceiling, both of which are revised by regulation rather than by primary legislation and can change in any budget cycle. Your most concrete next step is to verify that every founding document you already hold meets the current apostille and translation standard — then the registration itself will take days, not weeks.
