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How to Register Company (LLC) in Country Georgia: Full Guide


How to Register Company in Country Georgia


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Ever wished you could slash your business taxes and tap into a thriving new market? Georgia could be the answer you've been searching for.


Think you can't find skilled workers and low taxes in the same place? Georgia proves you can! Its well-educated young workforce, location bridging Europe and Asia,  and a straightforward 15% corporate tax rate make it a compelling choice for expanding your business.


Georgia's LLC registration process is surprisingly simple, opening doors to lower taxes and a fast-growing economy. In this guide from Gegidze, we will discuss the steps of Georgia's LLC registration – it's easier than you think!



Introduction to Business in Georgia


Investors worldwide are drawn by its pro-business mindset and commitment to simplifying processes. Georgia offers a unique mix of economic freedom, strategic location, and competitive cost structures. For businesses seeking growth without stifling bureaucracy, Georgia is a top destination.


With its educated young workforce, prime location between Europe and Asia, and a flat 15% corporate tax rate, Georgia deserves a close look when considering international expansion.


And here's a key point: Georgian LLCs can reinvest profits tax-free. Plus, Georgia's tax agreements with other countries offer the possibility of reduced, or even zero, taxes on certain income.



Why Choose Georgia for Your Business


Georgia's LLC setup combines the asset protection common to limited liability companies worldwide with several unique advantages. The ease of remote ownership, flexible workforce options, and potential for significant tax optimization make Georgia particularly appealing to international businesses or those seeking growth on a global scale.



Tax-Free Zones in Georgia


Tax-Free Zones in Georgia


  • Virtual Zone Companies: Qualified IT businesses within these "Virtual Zones" could enjoy a 0% CIT rate.

  • Free Industrial Zones (FIZ): Businesses here often pay absolutely no corporate income tax.

  • International Company Status: Enjoy a reduced 5% CIT rate when those profits are finally distributed.



lowest taxes in country Georgia

The Ease of Doing Business in Georgia


Georgia's focus on streamlining processes pays off. It holds a 7th place ranking for ease of doing business by the World Bank. It means businesses can expect quick registration, straightforward tax processes, and fewer bureaucratic hurdles.


Georgia's Cost-Effective Advantage


Georgia stands out for its overall affordability. Compared to many EU nations, businesses can benefit from:


  • Competitive Wages: Georgia offers a skilled workforce while maintaining lower average salary levels.

  • Affordable Utilities: Lower utility costs contribute to a reduced overall cost of operations.

  • General Cost Advantages: From office space to general living expenses, Georgia generally provides a more budget-friendly environment for businesses of all sizes.


Ease of Doing Business


Do you know that Georgia ranks #7 for ease of doing business? Georgia understands that time is money. That's why they've streamlined processes so your business can get off the ground quickly.  Imagine registering your Georgian company in a single day – online!  Even if you're not a resident, opening a business bank account is designed to be hassle-free, so your finances are up and running in no time. And forget about the bureaucratic nightmares you might have faced elsewhere – Georgia generally has fewer regulations, giving you the freedom to make decisions and act faster on opportunities.


Transparency, Stability, and Investor Protection


  • Anit-Corruption Environment: Georgia prioritizes combating corruption, which creates a more level playing field for businesses of all sizes.

  • Investor-Focused Country: When Georgia designs its business legislation, protecting investor rights is a key consideration.




Steps for Company Formation in Georgia

Setting Up Your Business in Georgia


Understanding Georgian LLCs


A Georgian Limited Liability Company (LLC) provides a blend of asset protection, flexibility, and potential tax advantages.  Here's a breakdown of the key aspects to consider:


Key Benefits


  1. Protect Your Assets: Your finances are generally protected from debts or legal issues incurred by your LLC.

  2. Minimize Startup Costs: Georgia allows you to launch an LLC with zero initial capital investment.

  3. Remote Management: Own and run your company from anywhere in the world – no Georgian residency needed.

  4. Tax Efficiency: Reinvest profits back into your LLC and they often remain untaxed until distributed as dividends.

  5. Global Workforce: Hire the best talent regardless of location, whether within Georgia or internationally.

  6. Tech-Focused Incentives: Businesses in the IT sector might qualify for the "Virtual Zone", potentially offering 0% VAT and 0% Corporate Tax.


Disadvantages


  1. No "Small Business Status" Access: LLCs can't utilize Georgia's special tax status designed for small businesses (1% tax on turnover).

  2. Slightly More Complex Accounting: Compared to some other business structures, LLCs may have somewhat more involved bookkeeping requirements.

 

Key Tax Information


  1. Profit-Driven Taxation: Reinvest earnings in your LLC? You might pay 0% Corporate Income Tax (CIT) on that portion.

  2. Distribution Triggers Tax: When profits are distributed as dividends, the standard 15% CIT generally applies.

  3. Dividend Tax: Individuals usually pay a 5% Personal Dividend Tax.

  4. Payments to Other Georgian Entities: These dividends often face 0% tax

  5. Employee Salary Withholding: Expect to withhold 20% income tax, plus additional pension contributions if employees are Georgian citizens or permanent residents.

  6. VAT Considerations: The standard rate is 18%, with exemptions possible. Surpassing a 100,000 GEL VATable turnover threshold within 12 months triggers VAT obligations.


Liability and Capital Requirements


  • Limited Personal Risk: Your liability is generally capped at the amount you've invested in your LLC.  Let's illustrate with an example:

  • Your LLC faces 800,000 GEL in bankruptcy debt. It has only 300,000 GEL in assets and equipment worth 250,000 GEL. The remaining 250,000 GEL wouldn't have to come from your finances.

  • Zero Capital to Start: Georgia allows entrepreneurs to launch their LLCs without a hefty upfront investment.


Owners & Employees


  • Global Ownership: Directors (owners) of your LLC don't need to be Georgian residents, or even have visited the country.

  • Flexible Hiring: Build your workforce with talent from Georgia or internationally.


Company Formation and Registration


Georgia's streamlined processes make establishing a business efficient. Their processes are surprisingly straightforward. Let's break down the steps, look at what makes Tbilisi a smart choice, and why so many entrepreneurs opt for Georgian LLCs.



Steps for Company Formation in Georgia


Steps for Company Formation in Georgia


  1. Structure Selection: Weigh the pros and cons of different business entities. Common choices include Limited Liability Companies (LLCs), Joint Stock Companies, or branches of foreign companies. Consult professionals for the structure best suited to your specific goals.

  2. Name Check: Ensure your desired business name is unique by searching the National Agency of the Public Registry (NAPR) database (https://napr.gov.ge/).

  3. Founding Documents: Prepare essential documents like your company's Articles of Association (charter), shareholder agreements (if applicable), and information on your company's directors and shareholders. Legal assistance is advisable for complex situations.

  4. Secure a Legal Address: Obtain a registered Georgian address for your company. This can be through renting physical office space or using a reputable virtual address provider.

  5. Bank Account (Recommended): While not legally mandatory for all structures, having a Georgian bank account streamlines your business operations.

  6. Submit Registration Application: Utilize the NAPR portal for online registration or visit a Public Service Hall in person. Required documents and associated fees may vary depending on your chosen business structure.

  7. Tax Registration: After company formation is finalized, register with the Georgian Revenue Service ([invalid URL removed]) for tax purposes.


Company Registration in Georgia Tbilisi


As Georgia's economic and administrative heart, Tbilisi offers a central location for registering your company. Key resources:


  • Public Service Halls (PSH): These centers (https://psh.gov.ge/) offer in-person registration guidance and services.

  • NAPR Website: Vital for online registration, name searches, and accessing forms (https://napr.gov.ge/).

  • Professional Services: Tbilisi-based law firms and accountants can assist with every aspect of the registration process, ensuring compliance and efficiency.


Georgia LLC Registration


LLCs are a popular choice in Georgia due to their combination of asset protection, tax advantages, and management flexibility. Here's what you need to know:


  • Limited Liability: Your assets are generally shielded from your LLC's debts or legal liabilities.

  • Profit-Focused Taxation: The "Estonian Model" means profits reinvested into your LLC often face no immediate taxation. Distributions are generally taxed at 15%.

  • Zero Minimum Capital: Launch your LLC without a hefty initial investment.

  • Registration Process: LLCs follow the same general steps outlined above, with specific charter documents reflecting the LLC structure.

Important Notes:

  • Regulations Change: Always seek the most up-to-date information from official sources (NAPR, Revenue Service) or trusted professional advisors.

  • Tailored Guidance: The best business structure and registration approach depends on your unique circumstances and business goals.

  • Additional Considerations:

    • Document Translation: Founding documents may require translation and notarization, especially for non-Georgian owners.

    • Power of Attorney: Remote registration often necessitates a Power of Attorney granted to a Georgian lawyer or representative.

    • Fees: Be aware of official registration fees, as well as potential costs for legal services, address services, etc.



Opening a Bank Account in Georgia


Opening a Bank Account in Georgia


Georgia's business-friendly environment extends to banking.  A Georgian bank account can offer tax advantages, streamlined transactions in a growing market, and access to diverse currencies. The best part? You can open one without ever setting foot in Georgia! Here's how (open bank account in Georgia):


Step 1: Finding a Proxy


Think of a proxy as your stand-in. They'll handle the in-person aspects of opening your account. To do this, you'll need a Power of Attorney (POA). Key points:


  • Choosing Wisely: Your proxy should be trustworthy. Recommendations from business contacts, expat communities, or reputable online services are good starting points.

  • POA Power: Draft a POA specifically for banking tasks, including account opening, management, and (if needed) closing.

  • Legal Matters: A notary public must witness your signature on the POA. If your country is part of the Hague Apostille Convention, you may also need an apostille for international validity.


Step 2: Paperwork Preparation


Getting your documents in order is crucial. Here's the typical checklist:


  • Your Power of Attorney: Notarized and, if needed, apostilled. Remember, Georgian banks won't accept digital POAs – they need to be mailed to your proxy.

  • Passport Copy: Also notarized. Both your POA and passport likely need translation into Georgian by a certified translator.

  • KYC Questionnaire: This is standard banking stuff. Questions about your business, source of funds, and expected deposits are typical.


Step 3: Know Your Customer (KYC) & Banking Choices


  • KYC Chat: Georgian banks want to understand their clients to prevent shady dealings. Be upfront about your business activities. While proof isn't always required, being prepared builds trust.

  • Pick Your Bank: Most Georgian banks welcome international clients. Popular choices include the Bank of Georgia and TBC Bank. Do some online research to see what suits your needs.


Step 4:  Submitting Your Application


Your proxy will submit your perfectly prepared paperwork to the bank. Some banks may have additional requests, such as:


  • Income Proof: Employment contract, invoices, etc., to show your income is legitimate.

  • Address Details: Some banks are flexible here, accepting even a hotel booking confirmation.


Step 5: Welcome to Georgian Banking!


Approval usually takes a couple of days. If all goes well, your proxy will get:


  • Account Details: Let the deposits (and smart business moves) begin!

  • Online Banking: Most banks offer this for easy remote management.

  • Bank Contact: You'll have a person to reach out to with questions.

Tips for a Smooth Process

  • Plan for Translation: Budget time and cost for document translation into Georgian.

  • Rejection Reasons: Banks don't always explain. High-risk countries or vague business activities can raise red flags.

  • Get Help: Services exist to guide you through the entire process, ensuring a successful outcome.



LLC Taxes in country Georgia


LLC Taxes in country Georgia


Georgia's tax system is designed to encourage reinvestment and business expansion. Let's break down the key points, especially how they differ from what you might be used to:


Corporate Income Tax – 0% / 15%


  • Profit-Driven, Not Revenue-Driven: The standard 15% corporate tax usually applies only when you distribute profits as dividends. Reinvesting those earnings back into your company? That often means no immediate taxation!

  • Specific Triggers: Be aware of other situations that can trigger the 15% tax, like excessive "representative expenses" or giving away products without charge. We can help you navigate those details.

  • Dividend Exceptions: Paying dividends between Georgian companies, or receiving some foreign dividends might be tax-free. It depends on the specific countries involved – that's where tax advisors are invaluable.


Personal Income Tax – 20%


  • Flexibility for Owners: As a business owner, you have choices. If you work solo, paying yourself solely in dividends might mean you owe 0% personal income tax.

  • Employee Considerations: Once you hire, expect to withhold 20% of your employees' salaries for income tax. Georgian residents or citizens might also have an additional pension contribution.

  • Strategic Balance: Taking dividends instead of, or alongside, a salary can have  tax advantages. The best mix for you depends on multiple factors – let's discuss!


 VAT – 18%


  • 100,000 GEL Threshold: If your VATable turnover surpasses this within 12 months, registration is mandatory. The standard VAT rate is 18%.

  • Strategic Registration: Even below the threshold, some businesses benefit from voluntary VAT registration. This can involve potential refunds, but also complexity.

  • Exemptions Exist: Certain activities are VAT-exempt. Depending on your business, there might be both benefits and limitations to consider.


Filling Declarations and Tax Payments


Georgian LLCs have specific tax deadlines to meet. Miss them, and you could face penalties that eat into your profits!  Here's a breakdown of the key dates:


  • Monthly Filings (15th of the Month):

    • Personal Income Tax: This covers what you withhold from employee salaries. File and pay on time, even if the amounts vary each month.

    • Corporate Income Tax: Often this means dividends. No dividends paid out? A zero declaration might still be required.

    • VAT (If Registered): File your VAT declaration and make sure the payment is processed by the deadline.


  • How to File & Pay

    • www.rs.ge: This government portal is your tax hub. Secure access with your Georgian phone number for SMS authentication.

    • Georgian Bank Account: Payments must come from a Georgian account. This is another area where a local contact can be invaluable!



Navigating Legal Requirements


Articles of Organization


Think of your Articles of Organization as the document that makes your Georgian LLC official.  It tells the government the essential details, including your chosen company name (which needs to be unique – the National Agency of the Public Registry (NAPR) can help you check for availability), a brief description of what your company does (goods, services, etc.), whether you're an LLC or another type of business structure,  information about the owners (members) or directors, and your official Georgian address (which can be a physical office or a virtual address service).


Business Licensing and Permits


Georgian businesses generally enjoy freedom to choose their activities. But there are exceptions! Certain fields require special licenses or permits before you can legally operate.  Sectors like healthcare, finance, construction, and energy often fall under these regulations.


It's not just what you do, but also how you use certain resources. Georgia has two main types of licenses:


  • Activity Licenses: These grant the right to engage in a specific activity.  Think of them like qualifications for your business – you need to meet certain standards to get one. These licenses cannot be transferred to another person or company.

  • Resource Use Licenses:  These focus on accessing nationally-owned resources, such as natural resources.   They're often obtained through competitive bidding processes, and in some cases, can be transferred.

  • Beyond Licenses: Special Statuses for Certain Businesses

Georgia wants to attract various industries.  That's why they offer statuses like "Virtual Zone Entity," "Free Industrial Zone Enterprise," and others.  These can offer significant tax breaks or other benefits, but you have to apply and qualify.



register business in country Georgia


Why Partner With Us for Your Georgian Business Journey


  • Nationwide Expertise: Gegidze’s network of professionals spans Georgia. Whether you require in-depth knowledge of Tbilisi's regulations or specialized advisors near the coast, we have the resources to support your operations.

  • Clear Communication: We prioritize effective communication in your preferred language, whenever possible. This minimizes misunderstandings and ensures you have the clarity to make informed decisions.

  • Committed to Your Long-Term Success: We view registration as the foundation, not the finish line. Our team proactively monitors market trends, tax updates, and emerging opportunities to help your Georgian venture thrive.

  • Your Priorities Drive Our Actions: We are dedicated to helping you achieve your business goals in Georgia. Consider us your trusted advisors, committed to your success.

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