Limited Liability Company registration in Georgia

It must not contain sensitive words that imply criminal activity or contradict to the standards of public morality. The words such as Assurance”, “Bank”, “Insurance” are the subject of licensing.

The name of the company may not create any associations with the governmental bodies, agencies and departments.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It may be written in any letters and contain the abbreviation “L.L.C” or “LLC.” which means limited liability.

Georgia LLC is required to have a registered office address in Georgia.

One director is the minimum required. There is no requirement for them to be locals but there is a requirement to hold the meetings of directors within the territory Georgia.

Corporate persons cannot become directors as well as the shareholders. The directors’ details are registered on the public record and can be accessed by the public.

The appointment of a secretary is not mandatory, but optional.

One shareholder is the minimum required. There is no requirement for them to be locals and corporate persons can become shareholders. There is no requirement regarding the place of the shareholders’ meetings, but the frequency should not be less than 1 year.

The director and shareholder cannot be the same person. The shareholders’ details are registered on the public record and can be accessed by the public.

The beneficial owners’ details are registered on the public record according to the Georgian legislation requirements.

The owners of Limited Liability Company are free to determine any amount as the authorized capital at incorporation and it can be denominated in any currency, though the US Dollar is mostly preferred and the amount equivalent to GEL 3.200 ($10.000USD) is suggested. The authorized capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

Georgia LLC may issue the shares, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are not permitted as well as shares without para value.

There is a requirement to have the authorized capital of the company fully paid up. Moreover, there are not any minimum requirements for the paid-up capital.

The incorporation period in Georgia may be 2-3 days.

Ready-made but unused LLCs are available in Georgia, in case you are in need of a quicker incorporation process.

Georgia legislation does not contain any requirements regarding the economic substance of the Limited Liability Companies. This means that the company is not required to have premises and an adequate number of employees, the number of expenditures to support its activity in Georgia. A Liability Company must have an address within the territory of Georgia that will be registered as a company’s address.

A Limited Liability Company incorporated in Georgia is obliged to prepare and file accounting records. Also, tax return should be lodged to the tax authorities. Certain companies with the certain turnover should undergo through the audit.

The corporate tax rate in Georgia is 15%. It is important to note that this corporate tax rate is to be applied only when LLC is distributing the profits to the owners. All other taxes such as capital gain taxes, taxation of the interests, royalties etc. are included into the corporate tax. In other words, the corporate tax rate is applied to the profits distribution only. Also, Georgia has a huge number of double tax avoidance treaties. The VAT tax rate is 18% but in certain cases it can be reduced to 0%. The threshold for the VAT registration is over GEL 100.000 ($32.000 USD) of turnover.