Certification of Minutes of Founding and Governing Bodies - Making a Company's Decisions Registrable and Provable

Which decisions need the notary

Under the Law on Entrepreneurs and the Registry's rules, changes registered at the National Agency of Public Registry on the basis of a decision of the partners, shareholders or board - the appointment or removal of a director, changes to representation authority, changes of legal address, increases and decreases of capital, the entry and exit of partners and transfers of shares, amendments to the charter, reorganizations and liquidation - are registered on minutes or a resolution whose authenticity the Registry can rely on, which means signed before the Registry's officer by the persons entitled or certified by a notary; and where the charter or the law requires a particular form for a decision, or where the decision is signed by a representative under a power of attorney, the notarial route is the only one. Non-entrepreneurial entities - NGOs, foundations, associations, political parties and unions - register changes of governing bodies, charter and address on the same principle. Beyond the Registry, foreign banks opening accounts for Georgian companies, foreign registries registering Georgian companies' subsidiaries, lenders taking security, counterparties to major contracts and tender committees ask for the resolution that authorized the act with a notary's certification and, for abroad, an apostille.

Two forms: the notary at the meeting, or certifying the signatures

The notary can be involved in two ways. In the first, the notary attends the general meeting or the board meeting, verifies the identity and authority of the participants and the proxies, records the quorum, the agenda, the discussion and the votes, draws up the minutes as a notarial act and certifies them; this is the form the law requires for certain decisions of JSCs and that companies with contested shareholdings choose, because the notary's minutes are conclusive as to what happened. In the second, more common for LLCs, the meeting is held and the minutes drawn up by the company, and the participants or the chair and secretary then sign the minutes before the notary, who certifies their signatures and, on the documents presented, their authority to sign; a sole partner's decision is signed by the partner before the notary in the same way. The choice depends on the entity, the decision and the charter, and we advise which form the Registry or the foreign reader will require and draft the minutes in the form that satisfies it - including the quorum and majority statements, the exact wording of the decision and the signatures the Registry checks.

Shareholders abroad: proxies, powers of attorney and remote participation

A shareholder or partner who cannot attend takes part through a proxy under a power of attorney for the meeting, made at a Georgian consulate or before a local notary with an apostille and translated, in wording that identifies the company, the meeting and the matters on which the proxy may vote; where the charter allows written or remote resolutions, the shareholder signs the written resolution before a notary abroad with an apostille, or participates by video conference where the charter and the notary's procedure permit, and the notary records the participation. Foreign corporate shareholders act through representatives whose authority is shown by the apostilled and translated extract and resolution. We draft the proxy and resolution texts for shareholders abroad, translate and notarize the foreign documents, and coordinate a meeting across time zones so that the minutes are signed and certified in one session at Agmashenebeli 117.

Content the Registry and foreign readers check

Minutes are refused for defects that are easy to avoid: the wrong organ deciding (the board where the charter reserves the matter to the partners); no statement of the quorum and the majority, or a majority below what the charter requires; the decision worded differently from the change applied for (a new director named without the representation authority claimed, an address without the exact wording the Registry uses, a capital change without the resulting shares); participants whose authority is not shown; signatures missing or made by persons not entitled; and, for foreign readers, no apostille or a translation that renders the organ or the decision inexactly. We draft or check the minutes against the charter and the register extract before the appointment, state the quorum and majority expressly, word the decision as the Registry will register it, and, for minutes going abroad, translate them with the organ and its powers explained in a note, notarize the translation and apostille the act through the Ministry of Justice route in one to three business days.

Bilingual minutes, and minutes in transactions

Companies with foreign partners or directors draft minutes bilingually - Georgian with a parallel column in the partners' language - so that every participant signs a text they can read and the Registry registers the Georgian; the interpreter attends and is recorded where a signatory does not speak Georgian. In transactions, the resolutions approving a share sale, a loan, a guarantee, a merger or a capital increase are closing documents that the buyer's, lender's or investor's lawyers specify in advance, often in their own language, and we produce them in the bilingual form the Registry and the foreign lawyers both accept, certified in the same session as the deed they authorize. The certified minutes are entered in the notarial register and kept in the archive, so that a resolution lost years later is re-issued as a certified copy or extract.

What to bring, fees and timing

Bring, or send in advance, the draft minutes or the decision to be taken; the company's current Public Registry extract and charter; the identity documents of the participants who will sign, and the proxies or powers of attorney of those represented, with the foreign documents apostilled and translated; and, where the decision will be filed, the Registry's application details. We check the draft against the charter and the extract, put it in the form the Registry or the foreign reader requires, translate it where needed, and book the notary at Agmashenebeli 117, where certifying the signatures on minutes takes about twenty minutes and the notary's attendance at a meeting is arranged for the meeting's duration. Fees follow the official tariff for the certification of minutes or of the signatures on them; the drafting, translation, interpreter, apostille and filing service are quoted separately in advance. Minutes certified in the morning are filed with the Registry the same day, and registered changes appear within a business day.

Frequently asked questions

Other notary services