How to Register a Company in Georgia Country 2026: LLC, Virtual Zone, IE & ICS
Table of contents
How to Register a Company in Georgia Country 2026: LLC, Virtual Zone, IE & ICS
Company registration in Georgia Country usually takes 1-2 business days at a House of Justice branch. Foreigners can register in person or remotely through a power of attorney. Georgia (the country) offers four main routes: an LLC, an LLC with Virtual Zone status, an Individual Entrepreneur (IE) with Small Business Status, or an LLC with International Company Status (ICS).
The registration itself is the easy part. Your choice of structure decides your tax bill for years. Take a German designer invoicing 4,000 EUR a month. As an IE with Small Business Status, she pays 1% of turnover. Inside a Georgian LLC, the same income is taxed at 0% while it stays in the company.
This guide explains how to register your business in Georgia as of 2026. It covers both a walk-in visit in Tbilisi and a fully remote setup. Fees and tax thresholds change every few years. So for current numbers, we point you to rs.ge rather than quote figures that may already be out of date.
What Company Registration in Georgia Country Involves
Every Georgian business registration runs through one body. That body is the National Agency of Public Registry (NAPR), which serves clients at House of Justice branches across the country. You file there, and the agency enters your business into the public registry.
One Registry, One Identification Number
NAPR gives your business an identification code on the day it registers you. That same code works as your taxpayer number with the Revenue Service. You do not file a separate application for a tax ID.
Registration record: your entity appears in the public registry, which anyone can search.
Identification code: it doubles as your tax number on rs.ge.
Revenue Service access: you activate your online account on rs.ge to file declarations.
Entities Versus Tax Statuses
Many founders think Georgia has four company types. It has two base forms. The other two options are tax statuses you add on top.
LLC: a separate legal entity with limited liability, and the base for most foreign founders.
Individual Entrepreneur: you trade as a registered individual, with no separate entity.
Small Business Status: a tax status for IEs that cuts the rate to 1% of turnover.
Virtual Zone and ICS: tax statuses for an LLC. Neither one is a separate company type.
This matters for planning. You cannot "register a Virtual Zone company" in one step. You register an LLC first. Then you apply for the status.
The Order of Steps
Most setups follow the same sequence, whether you are in Tbilisi or abroad. A Virtual Zone or ICS application only starts once the LLC exists and has a bank account.
How to Register a Company in Georgia as a Foreigner
Georgian law lets a foreign national own 100% of an LLC. You need no local partner, no local director and no residency permit. That openness explains why so many people searching "can foreigners open a business in Georgia" end up here.
Registering in Person in Tbilisi
Citizens of many countries can stay in Georgia visa-free for up to a year. That makes a short trip a practical option. Picture a Ukrainian developer who lands in Tbilisi on a Monday. He can sign at a House of Justice branch on Tuesday and often holds a registered LLC by Wednesday.
On the day, expect to:
Present your passport for identity checks.
Sign the charter in front of a registry officer.
Confirm your legal address with the owner's written consent.
Pay the registration fee. It depends on how fast you want the service, so check the current rate on the NAPR website.
Georgian law sets no minimum share capital for an LLC. Founders often declare a nominal amount.
Registering Remotely via Power of Attorney
If you cannot travel, a representative in Georgia files for you. This route suits founders who are tied to a client schedule or a family abroad. Gegidze runs LLC registration this way for clients who never set foot in Tbilisi.
What the POA needs
Notarisation: sign the POA before a notary in your country.
Legalisation: add an apostille, or a consular legalisation if your country is outside the Apostille Convention.
Translation: a notarised Georgian translation, completed in Georgia.
The registry step still takes 1-2 business days. Courier time and legalisation add more. Remote setups commonly take 2-3 weeks from start to finish.
Documents You Will Need
A missing legal address is the most common cause of delay. If you have no office yet, you can lease a registered address.
Individual Entrepreneur vs LLC: Which Base Structure Fits
Factor | Individual Entrepreneur (IE) | LLC |
Legal form | You, registered as a trader | Separate legal entity |
Liability for debts | Your personal assets | Generally limited to company assets |
Core tax with best status | 1% of turnover (Small Business Status) | 15% only when profit is distributed |
Revenue ceiling | Annual turnover threshold applies (confirm on rs.ge) | No ceiling |
Taking money out | Funds are already yours | Dividends face withholding tax, historically 5% |
Partners or investors | Not possible | Multiple shareholders allowed |
Virtual Zone or ICS | Not available | Available on application |
When an IE Is the Wrong Choice
The 1% rate is attractive. It is still the wrong tool for several kinds of business.
Co-founders: an IE is one person, so two founders cannot share it.
Excluded activities: certain consulting and licensed activities have historically been excluded from Small Business Status. Check the current list on rs.ge before you register.
Fast growth: once your turnover passes the annual threshold, the 1% rate stops applying to the excess.
Liability exposure: a contractor signing large deliverables puts personal savings at risk.
For a solo copywriter or developer whose activity qualifies, the IE stays hard to beat. Our IE and Small Business Status guide covers the eligibility rules in detail.
When an LLC Earns Its Extra Paperwork
An LLC files monthly declarations with the Revenue Service, even in months with zero activity. That workload pays off once you reinvest. Take a SaaS founder who keeps 80,000 EUR of profit in the company to hire two engineers. He pays 0% corporate tax on that money until he distributes it.
This distribution model is the core of how a Georgian LLC is taxed. The rules on what counts as a distribution are stricter than most founders expect. Expenses that are not linked to the business and certain loans to shareholders can trigger the 15% tax as well. Our corporate income tax guide explains these triggers in full.
An LLC is also the only door to the two statuses that make Georgia stand out for tech businesses. For an IT company in Georgia, Virtual Zone status changes the maths again.
Virtual Zone and International Company Status for IT Businesses
A Georgian LLC that sells software or IT services abroad can apply for one of two special tax statuses. Virtual Zone status has been the long-standing option. International Company status (ICS) is the newer one, built for firms with real teams on the ground. Neither status is a separate legal entity. Both sit on top of an ordinary LLC.
How Virtual Zone status works
Virtual Zone status exempts profit from qualifying IT services supplied to clients outside Georgia. That profit carries 0% corporate income tax, even when you distribute it. The exemption covers activities like software development, IT consulting and related technical work.
Two limits matter in practice:
Georgian clients: income from local customers falls under the standard 15% distribution model.
Dividends: the 5% personal dividend tax still applies when you pay profit out to yourself.
Take a Ukrainian developer billing a Dutch SaaS company 8,000 EUR a month. Under Virtual Zone, the company pays no profit tax on that income. When he pays himself a dividend, only the 5% dividend tax applies. Each invoice to a Georgian client would need separate tracking and normal treatment.
How International Company status differs
ICS targets companies with genuine substance in Georgia. Instead of a zero rate, it sets a reduced regime:
Corporate income tax: 5% on distributed profit, instead of 15%.
Dividend tax: 0% for shareholders.
Employee income tax: 5% on salaries, instead of the standard 20%.
Property tax: an exemption on most company property.
The staff income tax cut is what makes ICS valuable. A company with a payroll of twenty developers saves far more on salaries than on profit. Eligibility has historically included a track record in the field and local employees. Confirm the current conditions with the Revenue Service on rs.ge before planning around them.
When neither status is the right choice
Do not apply for Virtual Zone if most of your revenue comes from Georgian clients. You would carry the reporting burden with little tax benefit. ICS is a poor fit for a solo founder with no staff. The substance requirements cost more than the savings.
A freelancer earning under the small-business threshold usually does better as an Individual Entrepreneur at 1% turnover tax. That route avoids company accounting entirely. Ongoing reporting for status holders is covered in our Virtual Zone annual compliance guide.
After Registration: Setting Up Your Company to Operate
Company registration in Georgia Country gives you a legal entity within 1-2 business days. An operating company takes longer. Most founders need 2-4 weeks to reach the point where they can invoice clients and pay themselves cleanly.
Steps 1-2: Tax access and a legal address
Your LLC's identification number from the registry also serves as its tax ID. You do not apply for a separate one. You do need access to the rs.ge portal, where you file every declaration.
Every LLC needs a legal address in Georgia. Founders who live abroad often lease one rather than renting an office. Gegidze offers address leasing for this purpose. The address must stay valid, because official notices go there.
Step 3: Opening the business bank account
Georgian banks run their own compliance review on foreign-owned companies. Expect to provide:
Founding documents: the company charter and registry extract.
Ownership proof: identification for every shareholder and director.
Business description: your clients, countries and expected transaction volumes.
Source of funds: evidence for the money you plan to move through the account.
A German consultant with a clear client contract often gets approved within a week. A founder with crypto-related flows or clients in sanctioned regions can wait much longer, or face refusal. Our guide to opening a bank account in Georgia online covers the remote options.
Steps 4-5: Accounting and status applications
Appointing an accountant
Georgian LLCs file monthly declarations, usually by the 15th of the following month. This applies even in months with no activity. A local accountant handles salary withholding, dividend tax and any distribution tax. The full calendar sits in our monthly and annual tax deadlines guide.
Applying for a special status
Virtual Zone and ICS applications go in after registration, not with it. Decisions have historically come within a few weeks. The status applies from the date it is granted. Profit earned before approval stays under standard rules.
Comparing Tax Costs Across Georgian Company Structures
Item (as of 2026) | Standard LLC | Virtual Zone LLC | ICS LLC |
Tax on distributed profit | 15% | 0% on foreign IT income | 5% |
Dividend tax for shareholders | 5% | 5% | 0% |
Income tax on employee salaries | 20% | 20% | 5% |
Property tax on company assets | Standard | Standard | Exempt (most assets) |
Georgian client income | Normal rules | Normal rules | Normal rules |
Substance in Georgia | Legal address | Legal address | Office and staff |
Separate status application | No | Yes | Yes |
Reading the table as a founder
Combined tax on profit you pay out tells the real story. For a standard LLC, 100 EUR of profit becomes 85 EUR after corporate tax. The 5% dividend tax then leaves about 80.75 EUR in your hands.
Virtual Zone leaves 95 EUR from qualifying foreign income. ICS leaves 95 EUR as well, but through the opposite split. The bigger ICS gain shows up in payroll, where 20% becomes 5%.
Matching the structure to your situation
A product studio with fifteen local engineers usually gains most from ICS, because salary tax dominates its costs. A solo developer with no employees gains nothing from the payroll benefit. For that founder, Virtual Zone or an Individual Entrepreneur setup fits better.
Payroll also brings pension contributions of 2% from the employee and 2% from the employer. These apply under every structure in the table. Budget for them whichever status you choose.
Frequently Asked Questions
Can I add Virtual Zone status to an LLC I registered years ago?
Yes. An existing LLC can apply at any time once its activity qualifies. The exemption only covers profit earned after the status is granted. Retained profit from earlier years keeps standard treatment when you distribute it, so keep the periods clearly separated in your books.
Can one company hold Virtual Zone and International Company status at the same time?
No, the two regimes are designed as alternatives. A Virtual Zone company that grows a local team can move to ICS instead. Model both options with an accountant first. Losing the 0% profit rate in exchange for lower payroll tax only pays off above a certain team size.
Do I have to file anything if my LLC earns nothing?
Yes. Monthly declarations are still due, even with zero income. Missed filings trigger penalties that grow with each late return. Penalty amounts change periodically, so check the current figures on rs.ge rather than assuming a small fine.
Does owning a Georgian company make me a Georgian tax resident?
No. Company ownership does not change your personal tax residency. Residency generally follows the 183-day presence test or a separate high-net-worth route. Our tax residency guide explains both paths.
Could my home country tax my Georgian company anyway?
Possibly. If you run the company day to day from France or Germany, those countries may treat it as managed there. Many countries also have controlled foreign company rules that tax low-taxed foreign profit in the owner's hands. Check your home rules before assuming Georgian rates apply.
How hard is it to close a Georgian LLC?
Closing takes longer than opening. Liquidation needs a tax clearance from the Revenue Service and a formal process through the registry. It often runs for several months. Some founders keep a company dormant instead, but monthly zero filings continue the whole time.
How long does the full setup take from start to first invoice?
A realistic timeline for a remote founder looks like this:
Document prep and apostille: 1-3 weeks, depending on your home country.
Registration: 1-2 business days once documents arrive.
Bank account: a few days to several weeks.
Special status: a few weeks after you apply.
Plan for 4-6 weeks if you need Virtual Zone status before your first major invoice.
