Open a Company in Georgia Tbilisi: Complete Process for Non-Residents
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Open a Company in Georgia Tbilisi: Complete Process for Non-Residents
To open a company in Georgia, Tbilisi is the natural starting point. The city hosts the House of Justice, Georgia's main business registration authority, and the country's leading commercial banks. Most foreign founders complete the full process, from document preparation to a registered company with a tax ID, in under two weeks.
Georgia's tax framework is built for international business. The corporate income tax applies only when profits are distributed, meaning retained earnings face a 0% rate. For IT companies exporting software or digital services, the Virtual Zone status eliminates income tax on foreign-source revenue entirely. These are structural features of Georgian law, not temporary incentives.
The registration process itself is straightforward. Georgia imposes no minimum share capital requirement for a standard limited liability company, no restrictions on foreign ownership, and no requirement to be physically present if you use a power of attorney. This guide covers every stage of company registration in Georgia, the main entity types, tax structures, and the practical steps that matter for non-residents.
What Kind of Business Can You Register in Georgia?
Georgia offers several legal structures for non-residents. Choosing the right one before you begin company registration in Georgia saves time and avoids a restructuring later.
LLC: The Standard Choice for Most Founders
The limited liability company (LLC, or "Shps" in Georgian) is the most commonly used structure for foreign entrepreneurs. It suits freelancers scaling up, tech product companies, trading firms, and holding vehicles.
Key characteristics:
One shareholder minimum, no maximum
No minimum share capital set by law
Foreign nationals can own 100% of shares
Corporate income tax triggers only on profit distribution, not on earning
Compatible with Virtual Zone status for qualifying IT businesses
The LLC is also the entity that can hold Virtual Zone status, which drops the income tax rate on foreign-source IT revenue to 0%.
Individual Entrepreneur: Simpler, But Smaller
An Individual Entrepreneur (IE) is not a separate legal entity. It is a registration tied to you personally. This matters if you are a solo freelancer or consultant keeping your operation lean.
Under the small business status, an IE pays 1% turnover tax up to the annual threshold set by the Revenue Service. Check the current threshold on rs.ge before relying on any specific figure.
No separate legal entity, so personal liability applies
Works well for solo service providers billing foreign clients
Does not suit businesses with employees, investors, or complex structures
For a detailed breakdown of the IE route, see the Individual Entrepreneur and Small Business Status guide.
Less Common Structures Worth Knowing
Georgia also has joint-stock companies (JSC) and branches of foreign companies. JSCs are used primarily for regulated industries such as banking or securities. Foreign company branches are occasionally used by multinationals establishing a Georgia presence without a standalone entity. Most non-resident founders will not need either.
What the Company Registration Process Actually Looks Like
The practical process for georgia business registration is faster than most founders expect. A standard LLC registration at the House of Justice takes one business day on the expedited track.
Documents You Need Before You Start
Preparation is where most delays happen. Have these ready before approaching the House of Justice or a registration agent:
Valid passport (translated into Georgian by a certified translator if not in Georgian or English)
Notarised power of attorney if registering remotely or through a representative
Chosen company name (checked for availability in the Georgian registry)
Registered legal address in Georgia (required at the point of registration)
Details of shareholders and director, including percentages and identification
If you need a registered address before you have physical premises, address leasing provides a compliant legal address for registration purposes.
The Registration Steps in Order
Prepare and notarise documents, including translation where required
Submit the application at the House of Justice or via a representative with POA
Receive your company registration certificate and Tax Identification Number (TIN) on the same day (expedited) or within standard processing time
Open a corporate bank account using the registration certificate
Register for relevant tax regimes (standard corporate, Virtual Zone, VAT if applicable)
For founders outside Georgia, the entire process can run remotely. You sign a notarised power of attorney in your country, have it apostilled, and a local representative handles the submission. The remote LLC registration guide covers this step in full.
After Registration: Your First 30 Days
Registration is not the finish line. In the first month you need to:
Open a Georgian bank account (required to receive client payments and pay taxes)
Confirm your tax regime with the Revenue Service
Apply for Virtual Zone status if you qualify, as this is a separate application
Set up bookkeeping, since monthly tax declarations begin from your first active month
Banking is often the step that slows founders down the most. Non-resident account opening requirements vary by bank. The 2026 guide to opening a bank account in Georgia as a non-resident covers which banks accept non-residents remotely and what documentation they require.
LLC vs Individual Entrepreneur: Which Structure Fits Your Situation?
The most practical decision most non-resident founders face is not which city or bank to use. It is whether to register an LLC or an Individual Entrepreneur. The table below maps the key dimensions side by side.
Dimension | LLC | Individual Entrepreneur |
Legal personality | Separate legal entity | No, tied to individual |
Liability | Limited to share capital | Personal, unlimited |
Shareholders | One or more, any nationality | Single person only |
Income tax rate | 0% on retained profit, 15% on distribution | 1% turnover (small business status) |
Virtual Zone eligibility | Yes | No |
Employees | Yes | Yes, but structurally awkward |
Annual compliance | Financial statements, declarations | Simpler monthly declarations |
Remote registration | Yes, via POA | Yes |
When the LLC Wins
The LLC is the better structure whenever scale, investors, or tax optimisation are in play. A German software developer building a SaaS product and billing European clients can register an LLC, apply for Virtual Zone status, and pay 0% income tax on that foreign-source revenue. The 15% distribution tax only applies when profits are taken out as dividends.
For companies expecting to reinvest earnings or hold profits inside the entity, the distribution-trigger corporate tax model is a genuine structural advantage. It is not a loophole. It is how Georgia's corporate tax law is written.
When the IE Makes More Sense
A freelance UX designer billing two clients under GEL 500,000 per year (confirm the current threshold on rs.ge) has no structural need for a separate entity. The IE with small business status keeps the tax rate at 1% and the compliance load minimal. There are no board meetings, no financial statements, and no distribution decisions to manage.
The IE registration service covers the setup from start to finish for founders who want this route handled cleanly.
Tax Regimes Available After You Register
Registration is just the start. The entity you choose determines which tax regimes you can apply for, and the right regime can change your effective rate dramatically. Georgia offers several special statuses, each with distinct eligibility rules and ongoing obligations.
Virtual Zone Status for IT Companies
A Virtual Zone LLC pays 0% corporate income tax on profits earned from outside Georgia. The company must supply IT services, and the revenue must originate from foreign clients. Domestic sales do not qualify for the exemption.
This makes the status highly attractive for software studios, SaaS companies, and development agencies billing European or North American clients. Dividends distributed from Virtual Zone profits carry a reduced rate rather than the standard rate, confirm the current figure on rs.ge. The Virtual Zone LLC service covers both the application and the annual compliance requirements.
For teams that want ongoing compliance handled professionally, the Virtual Zone annual compliance guide explains exactly what filings are due each year.
International Company Status
International Company status suits businesses in shipping, aircraft operations, and certain high-value services that operate globally. The corporate income tax rate and employee income tax rate under this regime are materially lower than standard rates, confirm exact figures with the Revenue Service.
Eligibility is narrower than Virtual Zone. Your activity must fall within the approved list set by the National Bank of Georgia and the relevant ministry. A foreign logistics group routing its regional operations through Tbilisi is a common use case.
More detail on the eligibility criteria and application steps is at the International Company status service page.
Standard LLC Tax Obligations
An LLC that does not qualify for a special status pays corporate income tax under Georgia's Estonian-model system. Retained profits are not taxed. Tax is triggered only when profits are distributed as dividends.
This means a profitable trading company that reinvests everything pays zero corporate income tax in the current year. The tax event arrives only at distribution. For the mechanics of how this interacts with VAT and dividend withholding, the full guide to corporate income tax in Georgia is the authoritative reference.
Opening a Bank Account After Registration
A registered company is not operational until it has a local bank account. This step surprises many founders because Georgian banks apply their own due diligence requirements, separate from the registration process.
What Banks Look For
Georgian banks conduct KYC (Know Your Customer) reviews on every business account application. They want to understand the business model, the source of funds, and the expected transaction flow. A clear, consistent explanation of what the company does and who it sells to shortens the review period significantly.
Documents banks typically request include:
Company registration certificate from the National Agency of Public Registry
Identification documents for all directors and beneficial owners
Description of business activity and expected monthly turnover
Source of funds documentation, especially for paid-in capital
Proof of address for the company (a registered address lease works here)
If your company uses a virtual address, the address leasing service provides documentation banks accept.
Resident vs. Non-Resident Account Opening
Non-residents can open business accounts in person at a Tbilisi branch. Some banks have expanded remote or online options, but in-person visits still produce higher approval rates for new non-resident companies. Plan for the visit to take one to three business days.
How to Open a Bank Account in Georgia as a Non-Resident covers current bank-by-bank requirements. For a fully managed account setup, the bank account opening service handles document preparation and bank introductions.
Fintech and Multi-Currency Options
Several international fintech platforms accept Georgian company registrations. They are faster to open than traditional bank accounts and work well for receiving international payments. Most founders run a Georgian bank account alongside a fintech account to cover both local GEL transactions and cross-border USD or EUR payments.
The combination matters for payroll, supplier payments, and tax payments to the Revenue Service, all of which require a local GEL account.
Ongoing Compliance and Tax Filing
Registration and banking are one-time events. Compliance repeats monthly and annually. Understanding the cycle before you start prevents penalties and missed deadlines.
Monthly and Annual Filing Obligations
Georgia's tax calendar is structured and predictable. Most businesses file:
VAT returns monthly if registered for VAT (mandatory above the turnover threshold, confirm the current figure on rs.ge)
Withholding tax declarations monthly for any salary or dividend payments
Corporate income tax declarations when distributions occur, not on a fixed annual schedule
Annual financial statements filed with the National Agency of Public Registry
The monthly and annual tax deadlines guide lists exact dates for every filing type.
VAT Registration and Threshold
A company that exceeds the VAT registration threshold in a rolling 12-month period must register within the deadline. VAT-registered companies charge 18% on taxable supplies and can reclaim input VAT on business purchases. Companies below the threshold can voluntarily register if their clients are also VAT-registered businesses that need to reclaim input tax.
Voluntary registration is common for B2B service providers in Tbilisi. It allows the company to issue VAT invoices and makes it a more credible counterpart for corporate clients.
Bookkeeping Requirements
Georgia requires businesses to maintain accounting records consistent with IFRS (International Financial Reporting Standards) or simplified standards depending on company size. Small companies qualify for simplified reporting. Larger entities must produce full IFRS statements.
Outsourcing this to a local accountant is standard practice for non-resident founders. The tax accounting and bookkeeping service handles monthly entries, VAT filings, and annual statements. For founders who want a broader review of how the tax system fits together, the Georgia business tax system guide is a useful reference.
Costs of Setting Up and Running a Company in Tbilisi
Cost is a genuine decision factor. The numbers below reflect the main categories. State fees are Tier B figures, so confirm current amounts on the House of Justice or rs.ge websites before relying on them.
What You Pay at Registration
Registration costs split into state fees and service fees. State fees are set by law and are low by regional standards. Service fees vary by provider and scope.
One cost that catches founders off guard is the notarization of a power of attorney if registering remotely. The document must be apostilled in your home country before it can be used in Georgia. The apostille and notary process guide explains country-specific requirements.
TABLE 2: Company Setup and Running Costs in Tbilisi
Cost Category | Typical Range / Notes | Frequency |
LLC state registration fee | Low (confirm on House of Justice site) | One-time |
Expedited registration (1 business day) | Higher state fee, confirm on site | One-time |
Apostille + notarization (POA) | Varies by home country | One-time |
Registered address | Confirm current GEL rate with provider | Annual |
Bookkeeping (basic LLC) | Varies by transaction volume | Monthly |
VAT filing service | Varies by provider | Monthly |
Annual financial statement filing | Confirm state fee on registry site | Annual |
Virtual Zone application | State fee, confirm on rs.ge | One-time |
Bank account opening assistance | Varies by provider | One-time |
Keeping Ongoing Costs Predictable
The main variable in monthly costs is transaction volume. A holding company with minimal activity pays far less in bookkeeping fees than an active trading company processing hundreds of invoices. Many founders start with a basic package and scale the service level as revenue grows.
For companies that need to manage payroll for Georgian staff, the payroll management service handles salary calculations, income tax withholding, and social contributions in one package. Companies bringing in international staff can also use the employer of record service to hire without setting up a full HR function.
Frequently Asked Questions
Can I register a company in Tbilisi without ever visiting Georgia?
Yes. You can register remotely using a notarized and apostilled power of attorney granted to a local representative. The representative appears at the House of Justice in your place. The Remote LLC Registration via Power of Attorney guide covers the exact document requirements. Allow extra time for the apostille process in your home country, which can take anywhere from a few days to several weeks depending on jurisdiction.
What happens if I miss a VAT filing deadline?
The Revenue Service charges penalties and daily interest on late VAT submissions. The penalty rate for a late filing is a percentage of the tax due, and interest accrues from the day after the deadline. If you realize you have missed a deadline, filing voluntarily before an audit begins typically results in lower penalties than a penalty issued after an audit discovers the gap.
Can a Georgian company hold crypto assets, and is that taxed?
A Georgian LLC can hold and transact in cryptocurrency. Corporate tax treatment follows the Estonian model, meaning gains are not taxed until distributed. Individual Georgian tax residents who hold crypto personally benefit from a separate framework, the crypto tax guide explains the 0% capital gains position for qualifying individuals. The corporate and individual treatments are distinct, so the entity structure matters for how crypto profits are eventually accessed.
How long can I run a company in Georgia without becoming a tax resident myself?
You can own and direct a Georgian company without becoming a Georgian tax resident, provided you do not spend 183 or more days in Georgia in a calendar year and do not establish your place of effective management in the country. Non-resident directors pay Georgian tax only on Georgian-source income. If you plan to relocate or spend significant time in Tbilisi, review the Georgia tax residency requirements before your travel pattern triggers residency unintentionally.
Can I switch my company from a standard LLC to Virtual Zone status after registration?
Yes, Virtual Zone status is applied for after registration and is not tied to the moment of incorporation. You submit the application to the relevant authority, and the status takes effect from the approval date. Profits earned before approval are taxed under the standard regime. There is no mechanism to back-date the status, so applying early after registration protects more of your revenue.
What is the minimum number of directors and shareholders for a Georgian LLC?
A Georgian LLC requires at least one shareholder and one director. The same person can hold both roles. There is no requirement for a Georgian resident director, though having local representation simplifies banking and notarial tasks. A company with a sole foreign founder and sole foreign director is fully valid under Georgian law.
Do I need a local office address, or is a virtual address acceptable?
Georgian law requires every registered company to have a registered address in Georgia. A virtual address satisfies this legal requirement. Banks and the Revenue Service accept virtual addresses for correspondence. Physical office space is only necessary if your business activity requires it operationally, such as retail, hospitality, or regulated financial services. The address leasing service provides a compliant registered address that works for both the registry and banking purposes.
