Company Charter and Articles of Association Translation - Drafted Bilingually, Translated by Lawyers, Registered Without Queries

What the charter does, and why its translation carries legal weight

The charter (articles of association, statute, bylaws, memorandum and articles, Satzung, statuto, statuts, ustav, contrato social, 公司章程) is the company's constitution: its name, form, seat and purpose, its capital and how it is divided, the rights of shareholders or partners, how they meet and vote, who manages the company and with what authority, how profits are distributed, how shares are transferred and how the company is dissolved. In Georgia the charter of an LLC or JSC is registered at the National Agency of Public Registry and is the document the Registry, notaries, banks and courts consult on the company's governance; the Georgian version is what they read, and a foreign founder who signed it on the strength of a bad translation is bound by the Georgian text. Abroad, the same is true in reverse: a Georgian company's charter translated for a foreign registry, bank or court is read in the foreign language, and the translation is what the reader relies on. This is why charters are translated here by lawyers, why we draft them bilingually where the founder does not read Georgian, and why a second legal reviewer reads every one.

Founding a Georgian company: the bilingual charter

Foreign founders register Georgian companies every day - individuals from Turkey, Iran, India, China, Russia, Ukraine, Belarus, Kazakhstan, the EU and the United States, and foreign companies founding subsidiaries - and the House of Justice registers the company on a Georgian charter within a day. Rather than translating a Georgian charter afterwards for a founder who has already signed it, we draft the charter bilingually from the start, in Georgian with a parallel column in English, Russian, Turkish, Chinese, Persian, Arabic, German or any of our 49 languages, so that the founder reads and signs the same document the Registry registers, and our interpreter attends the signing at the notary where the founder does not speak Georgian, as Georgian law requires. We use the wording the Registry expects for capital, management, representation and the registered address, we adapt the model charter to the founder's needs (multiple directors with joint or several authority, share classes, transfer restrictions, reserved matters for the shareholders), and we know which provisions the Registry queries. After registration, we translate the registered charter and the Registry extract into the founder's language for the parent company, its bank and its auditors.

Foreign articles of association for Georgian registration

A foreign company founding a Georgian subsidiary, branch or representative office submits its own articles of association to the Public Registry, apostilled (or legalized) in the issuing country and translated into Georgian by a notarized translation, together with the registry extract, the resolution approving the Georgian entity and a power of attorney. The Registry reads the articles for the company's name and form, its representation rules and any restrictions on founding subsidiaries. We translate articles from every legal system into Georgian - the German GmbH-Satzung and AG-Satzung, the Austrian Gesellschaftsvertrag, the Italian statuto and atto costitutivo, the French statuts, the English memorandum and articles and the model articles, the American certificate of incorporation and bylaws or LLC operating agreement, the Dutch statuten, the Polish umowa spółki, the Russian, Ukrainian, Kazakh and Uzbek ustav, the Turkish ana sözleşme, the Chinese 公司章程, the Indian memorandum and articles, the Brazilian contrato social - with the legal form explained in a note, the representation rules rendered exactly, and the terminology of the source system preserved rather than forced into Georgian equivalents that do not exist.

Legal-system gaps, and why we flag rather than guess

Corporate law differs, and a charter written in one system contains concepts the other lacks. Georgian law knows the LLC with partners and shares expressed as percentages, the JSC with shares, the director with representation authority and the supervisory board, but not the German Prokura, the English company secretary and the distinction between members and directors as it works in the model articles, the American LLC's members and managers with an operating agreement instead of bylaws, the Dutch two-tier structure, the French président of an SAS, the Chinese legal representative or the Turkish yönetim kurulu's rules; and foreign systems lack the Georgian notarial form for certain resolutions and the Registry's specific requirements for the registered address and the director's data. Our translators render each term with the original in brackets and a translator's note where a concept has no equivalent, so that the founder's lawyer in each country decides what the provision means, and we tell clients where a foreign provision will cause the Georgian Registry to query the filing.

Amendments, restatements and charters in transactions

Charters change. Capital increases and decreases, changes of name, seat or purpose, new share classes, changes in management structure and the entry of new partners are registered as amendments, and each amendment of a Georgian company with foreign partners is drafted bilingually and each foreign amendment for a Georgian subsidiary is translated; restated charters consolidating years of amendments are translated as a whole with the amendment history. In transactions, the charter is read by the buyer's lawyers in due diligence, by lenders taking security over shares, by investors negotiating a shareholders' agreement that must fit the charter, and by arbitral tribunals in shareholder disputes; we translate charters for these purposes with the same legal team that translates the shareholders' agreement and the resolutions, so that the defined terms match across the transaction file.

Pricing, timing and how to order

Charters and articles are priced per page at the legal tariff, with a modest supplement for rare languages; bilingual drafting of a Georgian charter is priced per document, with the notary's fee for the signing and the interpreter's attendance where needed; the apostille on a Georgian charter for use abroad at the state fee plus handling, and sworn re-certification abroad at the partner's rate. A model-length charter is translated or drafted in one business day; a long set of articles in two to three.

To order a bilingual charter, send the founders' passports and registry documents, the intended name, capital, management structure and address on WhatsApp, Telegram or email, and we draft, book the notary at Agmashenebeli 117, near Marjanishvili Metro, and coordinate the registration. To translate foreign articles, send the PDF or photos of every page with the apostille and tell us the purpose; the quote arrives within the hour. Delivery is in the original format by email and, for notarized versions, by collection or courier anywhere.

Frequently asked questions

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