Georgia’s strategic location at the crossroads of Europe and Asia, coupled with its multiple Free Trade Agreements (FTAs) with the EU and China, makes it an attractive destination for investors. Registering a business in Georgia offers access to both European and Chinese markets. Georgia offers various types of business entities, including Limited Liability Companies (LLC), partnerships, free zone companies, and branch offices, each catering to different business activities.
Before incorporating a business in Georgia, Fionza Consultants thoroughly assess the client’s business model to recommend the most suitable entity, taking into account factors such as the nature of the business activity, tax obligations, and potential personal liability.
Limited Liability Company (LLC): The LLC is the most common choice for foreign investors. It’s a straightforward and independent legal entity, providing shareholders with limited liability, meaning they are not personally liable for business debts. Key requirements for a tax resident LLC include:
- 1 shareholder of any nationality
- 1 director of any nationality
- Local registered office address
- No requirement for paid-up share capital
- Shares cannot be offered to the general public
- Can be set up by natural persons or legal entities For businesses in the financial industry, higher capital requirements may apply.
Partnership: Georgia offers General and Limited Liability Partnerships. General Partnerships involve partners personally liable for their own incomes or debts. Limited Liability Partnerships involve partners with varying roles, with the general partner having unlimited liability and decision-making power. Fionza Consultants recommend LLPs for local law, accounting, or audit firms, while LLCs are suitable for most other businesses.
Joint Stock Company (JSC): A JSC is a business with shares registered at the Georgian Stock Exchange. It requires only one founder and no minimum share capital. Shareholders decide on authorized capital but have no personal liability for business losses or debts. Registration by an independent registrar and appointment of a supervisory board may be necessary depending on shareholder numbers.
Free Zone Company: Free Zone Limited Liability Companies are located in Georgia’s free zones, offering tax exemptions such as corporate tax, import/export tax, property tax, and VAT exemptions for imported goods.
Branch Office: A branch office is an extension of the parent company, with the parent company fully liable for branch office liabilities. There are no limits on investment or ownership, but a local registered agent/secretary is mandatory.
Incorporating a business in Georgia is a strategic move for accessing European and Chinese markets, and Fionza Consultants can help you navigate the process and choose the right business entity for your needs.