Shareholders' Meeting Minutes and Resolutions - The Decisions Behind Every Registration and Transaction

What resolutions do, and who asks to see them

Companies act through decisions of their organs: the general meeting of shareholders or partners, the board of directors or supervisory board, the sole shareholder or the sole director. The minutes of a meeting (protocol, Protokoll, verbale, procès-verbal, протокол) record who attended, what was proposed and how the vote went; a resolution (decision, Beschluss, delibera, décision, решение) records what was decided; and a written resolution or sole shareholder's decision records a decision taken without a meeting. Registries ask for the resolution that approved the founding of a subsidiary or branch, the appointment or removal of a director, a change of name, seat or capital, an amendment of the charter, a merger or a liquidation; banks ask for the resolution authorizing the account and the signatories; counterparties, notaries and lenders ask for the resolution approving a major contract, a property transaction, a loan or a guarantee, especially where the charter reserves such matters to the shareholders; and courts and arbitral tribunals read minutes as evidence in shareholder disputes. Each of these readers checks that the right organ decided, with the right majority, on the right subject.

Foreign resolutions for the Georgian Public Registry

A foreign company founding a Georgian subsidiary, branch or representative office submits the resolution of its competent organ approving the Georgian entity, its charter, its capital and its director, apostilled (or legalized) in the issuing country and translated into Georgian by a notarized translation; the same applies to later decisions - appointing or replacing the Georgian director, increasing capital, amending the charter, approving a Georgian property purchase where the parent's charter requires it, and liquidating the Georgian entity. The Registry reads the resolution for the identity of the deciding organ, the quorum and majority where the minutes show them, the exact wording of the decision and the signatures, and it compares the director named in the resolution with the director in the application. We translate resolutions from every system into Georgian in one business day - board minutes of English and American companies, Gesellschafterbeschlüsse, verbali di assemblea, procès-verbaux, решения единственного участника, Chinese board resolutions with the company chop, Turkish genel kurul kararları - with the organ and its powers explained in a note where the Georgian reader would not know them, the decision rendered in the wording the Registry expects, and names transliterated consistently with the passports and the extract.

Georgian resolutions for foreign registries, banks and counterparties

Georgian companies with foreign subsidiaries, foreign bank accounts, foreign lenders or foreign counterparties produce resolutions that travel abroad: the partners' decision founding a foreign subsidiary, the decision appointing its director, the decision authorizing a foreign account and its signatories, the decision approving a loan or guarantee that a foreign lender requires, and the decisions that foreign registries need for changes in the subsidiary. Georgian law requires certain partners' decisions of an LLC and shareholders' decisions of a JSC - amendments to the charter, changes of director, capital changes - to be certified by a notary or registered through the Registry's electronic system with qualified signatures, and the notarized decision is the document that is apostilled through the Ministry of Justice route in one to three business days. We draft Georgian resolutions bilingually for companies with foreign partners, so that every partner signs a text they can read, translate registered resolutions into the target language with a notarized translation, apostille them, and arrange sworn re-certification abroad where a foreign registry requires it.

Form, majority and the errors that get resolutions refused

Resolutions are refused for formal reasons more often than for substance. The wrong organ decided (a board resolution where the charter reserves the matter to the shareholders); the minutes do not show a quorum or the majority the charter requires; the resolution names the subsidiary or the director differently from the application; the resolution is unsigned, or signed by someone whose authority is not evident from the extract; a sole shareholder's decision is presented as minutes of a meeting; the resolution lacks the notarial form Georgian law requires for that decision; the apostille was attached after the translation; and the resolution authorizes something narrower than what is being registered (a branch where a subsidiary is applied for, a director without the representation authority claimed). We check every resolution against the charter and the extract before translating, tell the client where the Registry or the foreign registry will query, and render the organ, the majority, the decision and the signatures exactly, with a translator's note where the form differs between systems.

Resolutions in transactions and disputes

In transactions, resolutions are read by lawyers rather than registrars: the buyer's counsel in due diligence reads years of minutes for approvals, conflicts and undisclosed decisions; lenders require board and shareholder approvals of the facility and the security as conditions precedent; investors require resolutions implementing the shareholders' agreement; and closing checklists list resolutions in both languages. In shareholder disputes, minutes are evidence of what was decided, by whom and over whose objection, and their translation is read by a court or tribunal with adversarial attention. We translate transaction and litigation resolutions with the legal team that handles the rest of the file, keep defined terms and names consistent across the file, and handle them under NDA with restricted access.

Pricing, timing and how to order

Resolutions are priced at a fixed rate per document for standard resolutions and per page for long minutes, with a modest supplement for rare languages, plus the notary's fee; bilingual drafting of a Georgian resolution per document; the apostille at the state fee plus handling, and sworn re-certification abroad at the partner's rate. A standard resolution is translated in 1-2 hours; a set of minutes in one business day.

To order, send the resolution or minutes as a PDF or photos of every page, with the apostille where there is one, on WhatsApp, Telegram or email, and tell us the registry, bank or counterparty and the purpose; the quote arrives within the hour with any formal issue we see. Bring apostilled originals to Agmashenebeli 117, near Marjanishvili Metro, for notarization, or courier them from any city; for Georgian resolutions we book the notary and coordinate the apostille. Delivery is by email in the original format and, for notarized versions, by collection or courier anywhere.

Frequently asked questions

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