Georgia Country LLC Share Transfer: How to Add or Remove Partners
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Georgia Country LLC Share Transfer: How to Add or Remove Partners
A Georgia Country LLC share transfer is how you add or remove partners in a company registered in Georgia (the country). The parties sign a written share agreement and update the charter where needed. They then register the change with the National Agency of Public Registry (NAPR) at the House of Justice. The change takes effect for third parties once registered.
Most founders meet this process at a turning point. A cofounder leaves after two years, an investor joins, or a solo owner gives a key developer a 20% stake. Each case uses the same registry but follows a different legal route.
Foreign partners can complete the whole change without visiting Tbilisi. An apostilled power of attorney lets a local representative sign and file. Delays usually come from paperwork, not law. Common causes are missing translations, vague charter clauses, or a bank that has not yet seen the new partner's passport.
If you are still at the georgia llc registration stage, start with our guide on how to register a company in Georgia before planning ownership changes.
What a Share Transfer Means in a Georgian LLC
Every Georgian LLC lists its partners and their percentage stakes in the Entrepreneurs Registry kept by NAPR. A share transfer changes that list. Nothing else counts as proof of ownership.
Shares Are Stakes, Not Stock Certificates
A share in a Georgian LLC is a percentage of the company, not a paper certificate. If you own 60%, the registry extract shows 60% next to your name. Banks, auditors and future buyers rely on that extract.
Georgian law sets no statutory minimum share capital for an LLC. Many founders register with a symbolic amount. The real value of a stake depends on the business, not the capital figure on file.
Three Ways Ownership Changes
Share sale: an existing partner sells all or part of a stake to a new or current partner.
Capital increase: the company issues a new stake to an incoming partner in exchange for a contribution.
Partner exit: a partner leaves, and the stake moves to the remaining partners or back to the company.
Who Must Agree
The charter decides most consent rules. Georgian law gives founders wide freedom to write their own terms on approvals and first refusal. Our article on customizing the LLC charter covers the clauses that matter most.
Seller: signs the transfer agreement.
Buyer: signs and accepts the charter terms.
Other partners: may hold a right of first refusal or a consent right, if the charter grants one.
Spouse: may be asked to consent where the stake counts as joint marital property.
Take two Polish founders who own a Tbilisi LLC 50/50 under a charter that says nothing about transfers. They found the gap only when an outside investor offered to buy one stake. Check how the statutory default applies before anyone signs.
How to Register a Share Transfer at the House of Justice
A share transfer enters the public record only after NAPR registers it. You file at a House of Justice service hall, and many Georgian notaries can submit the package for you. The registry then issues an updated extract showing the new ownership.
Documents You File
Transfer agreement: signed by seller and buyer, stating the stake and price.
Partners' decision: approving the change, where the charter requires one.
Charter amendment: if stakes, management or voting rules change.
Passport copies: for every incoming partner.
Registration application: completed at the hall or by the notary.
Signatures must be certified, either by a notary or by a registry officer in person. An unsigned or uncertified page sends the whole file back.
Extra Steps for Foreign Partners
Documents signed abroad need an apostille and a certified Georgian translation. Our apostille and notary guide explains each step.
Consider a German developer buying 25% of a Tbilisi IT company from Berlin. She signs a power of attorney at a German notary and gets it apostilled. A representative in Tbilisi then signs the agreement. Allow 5-10 business days for the apostille and courier leg before filing.
Fees and Follow-Up
NAPR offers standard and expedited processing at different fees. Confirm current amounts on the NAPR or House of Justice website, as they change periodically.
After registration, update the people who rely on your ownership data:
Your bank: will request the new extract and run KYC checks on the incoming partner.
Your accountant: needs the new ownership split for dividend records.
Virtual Zone status: stays with the company, since it is granted to the entity, not its partners. A virtual zone llc must still keep its annual compliance current.
Share Sale vs Capital Increase: Which Route Adds a Partner
Factor | Share sale | Capital increase |
Who receives the money | Selling partner, personally | The company |
Effect on existing stakes | Only the seller's stake shrinks | All existing stakes dilute proportionally |
Company cash position | Unchanged | Grows by the contribution |
Approval needed | Depends on charter consent rules | Partners' decision on new capital |
Tax point to check | Seller's gain on the sale | Contribution is not a profit distribution |
Typical use | Cofounder exit, buyout | Investor funding growth |
When a Capital Increase Is the Wrong Choice
Do not use a capital increase when an outgoing partner wants cash. The new money stays inside the company, so the person leaving receives nothing. Pulling it out later as a dividend triggers 15% corporate tax on the distribution plus 5% dividend withholding.
Picture a Ukrainian designer holding 30% who wants to leave after 18 months. A new partner's contribution would fund the company, not her exit. She needs a direct share sale or a buyback agreed with the remaining partners.
Tax on the Seller's Side
A partner who sells a stake at a profit may owe tax on the gain. The rules differ for Georgian tax residents, nonresidents and corporate sellers. Check the position with the Revenue Service at rs.ge before you agree a price, and see our corporate income tax guide for how the company side works.
Residency status shapes the answer. An individual who spends 183 days in Georgia within a 12 month period generally becomes a tax resident. A seller who becomes resident mid-year may face different treatment than one who stays abroad.
Removing a Partner: Exit Routes and Their Limits
A partner exit in a Georgian LLC usually happens in one of three ways. The partner sells to a co-founder, sells to an outsider, or is pushed out against their will. Each route has a different level of friction, and the charter often decides which one is even available.
Voluntary Exit to an Existing Partner
This is the cleanest route. Picture two Ukrainian developers who own a Tbilisi LLC 50/50. One moves to Canada and sells his half to the other. The remaining founder ends up as the sole partner, which Georgian law allows.
The registry sees only a share transfer agreement and an updated partner list. No outside consent is needed if the charter does not demand it. The bigger task is internal: agreeing a price and settling any loans the departing partner made to the company.
Exit to an Outsider
Selling to a new person brings the charter into play. Many charters give existing partners a pre-emption right, meaning they can buy the stake first on the same terms. If you skip that step, the remaining partners may later challenge the transfer.
Check three points before you sign with an outside buyer:
Pre-emption clause: how long partners have to respond, and in what form
Consent requirement: whether a partner meeting must approve the new member
Lock-up periods: whether founders agreed not to sell for a set time
If your charter is silent or vague, fix it before the next exit. Our guide on the LLC charter and governance for non-residents shows which clauses matter most.
Forced Exclusion of a Partner
Removing a partner who refuses to leave is the hardest case. Georgian law allows exclusion only in limited situations, such as a serious breach of duties to the company. In practice, it often goes through a court unless the charter sets a clear internal mechanism.
What makes exclusion workable
A written charter ground: for example, failure to pay a capital contribution
A valuation formula: so the excluded partner's payout is not open to dispute
Evidence: minutes, emails or unpaid invoices showing the breach
Exclusion is a last resort. If the relationship has broken down but the partner is cooperative, a negotiated buyout is almost always faster and cheaper than litigation.
Adding a Foreign Partner Remotely: Step by Step
Most new partners in Georgian LLCs are not in Tbilisi when they join. A German investor, a Kazakh co-founder or a UK holding company can all join without travelling. The steps below show how a remote share transfer typically runs.
Steps 1-2: Agree Terms and Appoint a Representative
Agree the commercial terms. Settle the price, the percentage and any vesting in a term sheet. Lawyers draft the transfer agreement from this.
Sign a power of attorney abroad. The incoming partner signs a POA before a notary in their home country. This lets a Georgian representative sign and file on their behalf.
The POA should name the exact actions allowed. A vague POA that says "manage company affairs" may be rejected. A good POA lists the share purchase, signing the agreement, and filing at the House of Justice.
Steps 3-4: Legalise Documents and File
Apostille or legalise the documents. Countries in the Hague Apostille Convention use an apostille. Others need consular legalisation, which adds time.
File the transfer. The representative submits the signed agreement, translated documents and the updated partner details at a Public Service Hall.
All foreign documents need a notarised Georgian translation. Our article on the apostille and notary legalisation process in Georgia covers the details by country.
Timeline you can expect
POA and apostille abroad: commonly 3-10 business days, depending on the country
Courier to Tbilisi: 2-5 business days for most of Europe and Asia
Translation and notarisation: 1-2 business days
Registry processing: often 1-4 business days, with faster paid options
A Dubai-based investor joining a Tbilisi SaaS company can realistically be on the register within 3 weeks of signing the term sheet.
Steps 5-6: Update the Bank and Your Accountant
Update bank KYC. Georgian banks must identify every beneficial owner, usually anyone holding 25% or more. The new partner may need to submit a passport, proof of address and source-of-funds documents.
Notify your accountant. Ownership changes can affect dividend withholding, payroll records and annual filings.
Banks sometimes restrict an account until KYC is complete. If the new partner holds a large stake, start the bank conversation before the registry filing. For first-time setups, see our guide to opening a bank account in Georgia online.
Costs, Timing and What Each Route Changes
Cost or task | Who handles it | Typical timing | Where to confirm the fee |
Registry fee for partner change | House of Justice / NAPR | 1-4 business days, faster options available | napr.gov.ge or a Public Service Hall |
Notary certification in Georgia | Georgian notary | Same day | Notary's published tariff |
Notary and apostille abroad | Foreign notary and competent authority | 3-10 business days | Local authority in the partner's country |
Georgian translation | Certified translator | 1-2 business days | Translator quote, priced per page |
Valuation report (optional) | Independent valuer or auditor | 5-15 business days | Firm quote, depends on company size |
Capital gains tax on the seller | Seller, via rs.ge | Declared in the annual return | Revenue Service at rs.ge |
Bank KYC update | Commercial bank | 2-10 business days | Bank relationship manager |
As of 2026, registry and notary fees for a partner change are modest compared with professional fees. The valuation and tax advice are where real money is spent. Confirm current state fees at the House of Justice before you budget, since tariffs are revised periodically.
When a Share Transfer Is the Wrong Tool
A registered share transfer is not always the right answer. If a new collaborator only wants a cut of profits, giving them registered shares hands over voting rights, information rights and a veto over future exits. Consider these alternatives instead:
Profit-sharing agreement: pays a percentage without changing ownership
Option agreement: grants a right to buy shares later if targets are met
Employment with a bonus: suits a key hire who does not need ownership
A freelance marketer earning 10% of revenue does not need to sit on your register. Adding them makes every future decision, including selling the company, depend on their signature.
Status and Compliance Effects
Ownership changes can affect special tax regimes. A company with Virtual Zone status keeps the status after a partner change, but the new owners inherit its compliance duties. See our guide to Virtual Zone annual compliance for what continues after the transfer.
Dividend withholding also depends on who the partners are. Georgia has historically applied a 5% withholding tax on dividends paid to individuals. A foreign corporate partner may qualify for a reduced rate under a double tax treaty, so check the treaty with rs.ge before the first distribution.
Frequently Asked Questions
Can a foreign company become a partner in a Georgian LLC?
Yes. A foreign company can hold shares just like an individual. It must provide an apostilled extract from its home registry showing its directors and signing authority, plus a notarised Georgian translation. Expect the bank to ask for the full ownership chain up to the individual beneficial owners.
Does a share transfer automatically change the company director?
No. Ownership and management are separate in a Georgian LLC. If the departing partner was also the director, you must file a separate change of director, ideally at the same time. Otherwise the former partner keeps signing authority and can still act for the company.
Is the sale of LLC shares subject to VAT in Georgia?
The sale of shares is generally treated as a VAT-exempt financial supply under the Georgian Tax Code. The seller may still owe income tax on any gain, which is a separate question. Confirm the treatment for your specific deal with the Revenue Service at rs.ge.
What happens to a partner's share if they die?
The share normally passes to the heirs under Georgian inheritance rules or the law of the deceased's country. The charter can limit this, for example by giving other partners a right to buy the share at a set formula price. Heirs usually need an inheritance certificate, apostilled if issued abroad, before the registry updates the partner list.
Who gets dividends declared before the transfer date?
Dividends belong to whoever was the partner when the distribution was declared, unless the agreement says otherwise. A seller who exits in March may still be owed a dividend voted in February. State this clearly in the transfer agreement to avoid a dispute with the buyer.
Can a partner sell shares that are pledged to a bank?
Usually not without the pledgee's consent. A pledge on shares is recorded at the registry, and the House of Justice will flag it during the filing. Ask the bank for a written release or consent letter before you sign with the buyer.
Can I reverse a share transfer if the buyer never pays?
Only if the agreement gives you that right. Build in protections such as payment before signing, an escrow account, or a clause that lets you unwind the deal if the price is unpaid within, for example, 30 days. Without these terms, you are left with a court claim for the money while the buyer stays on the register.
