Certification of Founding Documents of Legal Entities - Founding a Georgian Company, Branch or NGO With the Notary, From Anywhere

Founding documents and the two ways to sign them

Under the Law on Entrepreneurs, a Georgian LLC, JSC, general or limited partnership or cooperative is founded on a founding agreement (which for a company with a single founder is a founding decision) that incorporates the charter, signed by all founders, together with the registration application, the director's consent to appointment and the confirmation of the legal address; a branch or representative office of a foreign company is registered on the parent's decision, its corporate documents and the appointment of the branch head; a non-entrepreneurial legal entity - an NGO, association, foundation or union - on its founding decision and charter under the Civil Code. The Registry accepts these documents either signed in the presence of its own officer, with the founders appearing in person at a Public Service Hall, or certified by a notary, who establishes the founders' identity and authority, certifies their signatures or the founding act itself, and produces documents the Registry files without further verification. Notarial certification is the route whenever a founder cannot appear - a founder abroad, a foreign parent company, a founder represented by a lawyer - and whenever the founders want the notary's drafting and checking of the charter, which multi-shareholder companies with negotiated terms usually do.

Founders abroad: signing by power of attorney

A founder who is not in Georgia grants a power of attorney to a person in Georgia - a partner, a lawyer, or us - to sign the founding documents and file the registration, made before a Georgian consulate abroad (no apostille needed) or before a local notary and apostilled, in wording that names the company to be founded, its form, capital and the founder's share, and the acts authorized (signing the founding agreement and charter, the application, the director's appointment, opening the bank account); we draft the text for the founder to take to the consulate or notary and review foreign drafts before they are signed, because a general power that does not name the founding is refused. The power is translated and notarized on arrival, the representative signs the founding documents before our notary, and the company is registered the same or the next day. A foreign parent company founding a subsidiary or a branch acts through its authorized representative under its own corporate resolution, and provides its registry extract, charter and the resolution, apostilled or legalized and translated by notarized translation, which the notary and the Registry check for the parent's existence, the signatory's authority and the decision to found.

The charter, the share structure and the director

The charter is drafted at the notary or brought by the founders' lawyers, and for foreign founders we draft it bilingually - Georgian with a parallel column in the founders' language - so that each founder signs what they read and the Registry registers the Georgian text; the notary checks that it contains what the law requires (name, form, legal address, capital, shares, management, representation) and nothing the law forbids, and we know the wording the Registry expects for capital contributions, several directors with joint or several authority, share classes, transfer restrictions, reserved matters and the supervisory board where the founders want one. The share structure is stated in the founding agreement and reflected in the register of partners; capital may be paid in money or in kind with a valuation, and Georgian law does not require a minimum for an LLC. The director's consent is signed by the director, who may be a foreigner and need not be resident, identified by passport (translated) and, where the director is abroad, given by a notarized and apostilled consent or through the same power of attorney; the legal address is confirmed by the owner's consent or a lease, which we obtain for founders who need a registered address.

Branches, representative offices, NGOs and foundations

A branch of a foreign company is registered on the parent's decision to open it, its corporate documents, the appointment of the branch head with their consent and identification, and the address; a representative office, which may not trade, on the same documents with the narrower purpose; both require the parent's documents apostilled or legalized and translated, and the notary certifies the branch head's signature and the completeness of the package for the Registry. A non-entrepreneurial legal entity is founded by one or more founders on a founding decision and charter that state its purpose, its governing bodies, membership rules where it has members, and the disposal of its assets on dissolution, and foreign founders of NGOs and foundations in Georgia - international organizations opening Georgian entities, foreign philanthropists, diaspora associations - use the notarial route with powers of attorney and translated documents in the same way as companies. We prepare the package for each form, and our legal translators know the Civil Code's vocabulary for non-entrepreneurial entities as well as the Law on Entrepreneurs' for companies.

Filing with the Registry, and after registration

The certified founding documents, the application, the director's consent, the address confirmation, the founders' identity documents or corporate documents with their notarized translations, and the state fee are filed with the National Agency of Public Registry electronically or at a Public Service Hall; the Registry registers the entity within one business day of a complete filing (or faster for an additional fee) and issues the extract, on which the company obtains its identification number, opens its bank account, registers for tax with the Revenue Service and, where it will employ foreigners or the director needs a residence permit, proceeds to those files. We file on the founders' behalf under the power of attorney, collect the extract, translate it and the registered charter into the founders' language for the parent, the bank and the auditors, and accompany the director to the bank and the Revenue Service with an interpreter. Changes after founding - new partners, capital, director, address, charter amendments - are made by resolutions the notary certifies, described on the minutes and resolutions page.

What to bring, fees and timing

Bring, or send in advance, the founders' passports or the foreign parent's apostilled extract, charter and resolution; the director's passport and consent; the legal address and the owner's consent or lease; the share structure, capital and management arrangements; and, for founders abroad, the power of attorney or the details to draft it. With these on WhatsApp, Telegram or email, we draft the founding agreement and bilingual charter, translate and notarize the foreign documents, book the notary at Agmashenebeli 117 for the signing - with the interpreter for founders who do not speak Georgian - and file; from complete documents to the registered company is typically two to three business days, most of it the translation of the foreign documents, and the notarial act itself takes an hour. Fees follow the official tariff for the certification of founding documents and signatures; the Registry's fee, the drafting, the translations, the interpreter and the filing service are quoted separately and in advance.

Frequently asked questions

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