HOW TO ESTABLISH A BUSINESS?
All companies shall be registered at the National Agency of Public Registry (NAPR) of the Ministry of Justice of Georgia, which is located at the Public Service Hall www.house.gov.ge.
LEGAL FORMS OF BUSINESS ENTITIES
The Law of Georgia on Entrepreneurs (hereinafter “LOE”) sets forth an exhaustive list of legal forms of business entities that can be established in Georgia and they are
- Joint-Stock Company (JSC)
- Limited Liability Company (LLC)
- General Partnership (GP)
- Limited Partnership (LP)
- Cooperative (CO)
- Individual Entrepreneur (IE)
N.B. The rules contained in the LOE equally apply to foreign and local companies. Therefore, foreign nationals may freely participate in incorporation of legal entities due to the absence of any applicable legal limitation.
JOINT STOCK COMPANY (JSC)
JSC is a legal entity the charter capital of which is divided into shares of equal nominal value. The share constitutes to a security certifying the claim of a shareholder in relation
to the property of the JSC, the rights and obligations of shareholders and JSC towards one another. The liability of a JSC is limited to its whole assets. Shareholders are not liable for obligations of the JSC.
LIMITED LIABILITY COMPANY (LLC)
LLC is a commercial legal entrepreneur, the liability of which to its creditors is limited to its entire property. LLC may be established by a single person. The capital of the company is divided into shares and unlike the JSC partners may not issue new shares. LLC members are responsible only with their capital contributions.
GENERAL PARTNERSHIP (GP)
GP is a company where several partners carry out continuous and independent entrepreneurial activity under the same company name. The founders are all personally liable for any debt the company may undertake.
LIMITED PARTNERSHIP (LP)
LP is a company where several persons jointly carry out independent entrepreneurial activity under the same company name. In LP the obligations of one or several partners towards the creditors of the partnership are limited to their investments into the company (limited partners - Comandits), while the other partners (Complementars) are personally liable for such debts.
Cooperative is a company incorporated with the objective to develop common business and increase the profits of its members. The objective of the cooperative is to accomplish the interests of its members. A cooperative is not primarily aimed at gaining profit. The cooperative is liable to the creditors only with its own property. Cooperative partners are responsible only in proportion of their contributions (shares) in capital.
INDIVIDUAL ENTREPRENEUR (IE)
As an owner of a business entity, an individual entrepreneur is a physical person whose entrepreneurial activity shall be conducted in an entrepreneurial manner. In legal relations such person shall act on its own behalf. IE is not a legal entity. An individual entrepreneur uses its rights and performs its obligations as a physical person and bears personal responsibility before creditors for any and all obligations arising from its entrepreneurial activity. Such enterprise can be owned by the family, also there can be employed other people.
REGISTRATION REQUIREMENTS FOR JSC / LLC / GP / LP / CO
In order to register a JSC/LLC/GP/LP/CO, the founder(s) shall submit an application form approved by the Ministry of Justice of Georgia as well as the Charter of the company in compliance with the requirements set forth under Georgian legislation.
The documents to be submitted with the application for registration and Charter to the NAPR are presented below:
- Decision of the founders on the creation of JSC/LLC/GP/LP/CO in Georgia
- Document certifying the proof of registration by the founder in the foreign jurisdiction. if the founder is a legal entity, the same or a separate document should indicate the names of the authorized representatives, supervising authority and other corporate details of the founder (Certificate of Registration)
- Decision on appointing the Head of the company (director) or the relevant Power of Attorney thereof
- Passport photocopies of the founders and director(s)
- Receipt evidencing payment of registration fee.
Charter - A company must have a Charter or the Shareholders Agreement in which the founders articulate the details of management and operation of the company. The Charter must be presented to the NAPR for the registration purposes and be maintained at the company itself.
Charter contains the following information:
- Company (firm) name
- Legal form of a business entity
- Legal address of a business entity
- Name, residential address, identification number and signature of founding partner(s). If the founder is a business entity – the application should include its legal name and registration details, legal address, the name of an organization that registered the business entity, the date of registration and identification code, information regarding its representatives
- Indication of the managerial body of the company, rule of decision making, information on shareholding in the company and the way of profit distribution among the shareholders (applies to LLC only)
- Any limitation to the representation power vested in persons (including a proxy) responsible for representing and leading a business entity
- In case of LP the Charter should indicate which of the partners is/are complementar and which is/are comandit
- Name and Surname, Residential Address and Personal ID of Director and/or Representative Persons.
N.B. Charter of the business entity must be signed by every partner and be notarized in Georgia. If the signed and notarized Charter (Articles of Association) is sent from abroad, it must be legalized/apostilled in founder’s country and translated and notarized in Georgia.
REGISTRATION REQUIREMENTS FOR IE
For state and tax registration of an Individual Entrepreneur, a physical person (regardless of nationality) shall submit the following documentation to the NAPR:
- Application for registration
- Identification Card of individual
The Application submitted to the NAPR includes the following information:
- Name of the applicant
- Address of the applicant
- ID number of the applicant
- The date of submitting the application for registration
- Signature of the applicant (the applicant is also entitled to use an electronic signature on the Application)
- Receipt confirming payment of registration fee.
TAXATION AND TAX INCENTIVES
In 2010 Georgia enacted a new tax code which introduced lower, flat-tax rates and significant procedural and institutional innovations.
The taxation framework in Georgia is as follows:
- Personal Income Tax - 20%
- Corporate Income (Profit) Tax - 15%
- Property Tax - (max) 1%
- VAT - 18%
- Excise - tax rates are fixed per physical unit of excisable good
- Import Tax - 0%, 5%, 12%
- Interest Income and dividend tax rates - 5%
- Social Tax - cancelled from 2008
SOME BASIC TAX INCENTIVES FOR INVESTORS
1. Corporate Income (Profit) Tax – Exemptions:
- Income of international organizations, except income received from economic activities
- Income received from an initial supply of agricultural products before their processing (i. e. change of code), if total income received from such activities does not exceed GEL 200,000 during a calendar year
- Income received from agricultural activities reinvested in agriculture during next 3 years after the end of a respective tax year
- Income of medical establishments (irrespective of their legal form) received from medical activities which has been reinvested in rehabilitation of the establishment and/or provision of technical base during next 3 years
- Gain received from financial services and sale of
- securities issued by an International Financial Company
- Georgian source income of a non-resident received from lease and insurance/reinsurance of risk
- Income of a Free Industrial Zone Company received from activities allowable in a Free Industrial Zone
- Income of a Tourist Zone Entrepreneur received from hotel services (during 15 years after starting the activity)
- Income received from IT technologies produced by a Virtual Zone Person and supplied outside of Georgia
- Income of an investment fund received from supply of financial services
- Income of gambling club, gaming machines and salon totalizator organizing persons received from the noted activities, except income received from system-electronic games
2. Property Tax – Exemptions:
- Property of the organization and/or leased property to the organization, other than the land and property used for economic activity
- Property located in Free Industrial Zones
- Property received from resident by lease
- Property used for the hotel services in FTZ (during next 15 years after starting the activity)
- Property used for medical activities, under ownership or received under lease
- Land used for the water reservoirs and operation of sanitary-technical zones for improvement of meliorative systems
- Wild agricultural lands (during 5 years after receiving)
- Power lines and communication network cables
- Biological assets (animals and plants)
3. Value Added Tax – Exemptions:
Transactions exempt without the entitlement to credit
- Supply and/or import of national and/or foreign currency
- Supply of goods/services between Free Industrial Zone Companies
- Import of agricultural pesticides and agrichemicals, agricultural cultures, seeding and planting materials
- Supply of financial/medical/educational services
- Provision of services under lotteries, gaming house
- and games of chance
- import and/or supply of appliances and equipment, means of transport, spare parts and materials intended for the implementation of oil and gas operations
- Import of goods and/or provision of construction and installation, repair, restoration, experimental constructor, and/or geological-exploratory services for the rehabilitation of energy sector
- Supply of a land plot
- Supply and/or import of goods envisaged under the specific codes of Commodity Nomenclature of Foreign Economic Activity
Transactions exempt with the entitlement to credit
- Export/Re-Export of goods
- Transportation of goods placed in export, re-export, external processing or transit operations, and supply of related services directly related to such operations (Air or marine navigation, controllers, and/or information, freight-forwarding services, cargo inspections and transport handling)
- Supply of agricultural product produced in Georgia prior to its industrial processing
- Organized entry of foreign tourists by tour operators to touristic sites of Georgia and supply of tourist service package in Georgia
- Supply of assets as contribution into a company capital or in case of reorganization of a company
4. Import Tax – Exemptions:
- Import of the goods that are funded under grants or a preferential credit provided by a foreign country government body and/or an international organization, at least 25 percent of which is a grant component
- Import of goods for the supply on board for performing international aviation and international maritime trips
- Import of tobacco raw materials/products
- Import of goods envisaged under the positions of Commodity Nomenclature of Foreign Economic Activity