Company Formation in Georgia

Georgia taxes retained corporate profits at 0%. The Estonian-model tax system, adopted in 2017, imposes corporate income tax only when profits leave the company, at 15% on distributions. There is no minimum share capital for a Georgian limited liability company (LLC), the შპს (shezghuduli pasukhismgeblobis sazogadoeba), which is the local equivalent of a private limited company. Registration at the National Agency of Public Registry completes in one business day. Foreign founders may own 100% of the shares and act as the sole director without ever residing in Georgia. VAT kicks in above GEL 100,000 of turnover. For IT companies, the Virtual Zone Person (VZP) regime drives effective CIT on foreign-sourced software income to zero.

We form Georgian LLCs end to end: name reservation, charter drafting, NAPR filing, tax registrations, VZP application where eligible, and a TBC or Bank of Georgia business account introduction. Fixed price, dedicated manager, all government fees included.

This page covers the country Georgia in the Caucasus, with Tbilisi as its capital and NAPR as its company registry. If you are looking for an LLC in the US state of Georgia, filed with the Georgia Secretary of State in Atlanta, see our USA company formation page instead.

Quick facts	Value
Corporate Income Tax (retained profits)	0%
Local company form	შპს / ShPS (shezghuduli pasukhismgeblobis sazogadoeba), the Georgian limited liability company, equivalent of an LLC / private limited company
Corporate Income Tax (distributed profits)	15%
VAT	18% standard
VAT registration threshold	GEL 100,000 (~€34,000) rolling 12-month turnover
Minimum share capital (LLC — შპს)	None
Minimum share capital (JSC — სს)	GEL 50,000 (closed) / GEL 100,000 (public)
Minimum directors / shareholders	1 director, 1 shareholder (can be same person, can be foreign)
Residency requirement	None
Standard formation time	1 business day at NAPR
Government fees	Included in our packages
Language of filings	Georgian (we handle)
Currency	Georgian lari (GEL)

Why Form a Company in Georgia

Georgia is the cleanest Estonian-CIT jurisdiction outside the EU. Three structural reasons matter.

Zero tax on retained profits, 15% at distribution. Georgia copied Estonia's distribution-only tax in 2017 under the Law on Profit Tax (also called the Estonian Model). Profits reinvested into the business — working capital, acquisitions, hires, intra-group lending — are not taxed at all. Tax falls due only when a dividend is declared, a deemed distribution occurs, or non-business expenses are incurred. The effective rate is calculated as 15/85 of net distribution: a GEL 85,000 net dividend triggers GEL 15,000 of CIT. Estonia matches the mechanism but at a 24% distribution rate in 2026; Georgia is 9 percentage points cheaper on cashing out.

No minimum capital, 100% foreign ownership, one-day registration. The 2022 Law of Georgia on Entrepreneurs modernised the code without re-introducing capital thresholds. A shareholder can incorporate a Georgian LLC with GEL 0 of paid-in capital. The LLC can be 100% owned by a non-resident, managed by a non-resident director, and operated remotely. NAPR approves clean filings in 24 hours.

Virtual Zone Person status for IT companies. A qualifying IT business with a VZP certificate pays 0% CIT on income from services to foreign clients, does not charge VAT on those exports, and still benefits from the Estonian-model retention rule on any domestic income. This stacks with Georgia's flat 5% WHT on outbound dividends to non-residents — a full-life-cycle rate of 5% on distributed profits for an IT exporter.

Georgia is not in the European Union. No Parent-Subsidiary Directive, no Interest and Royalties Directive, no EU VAT. For EU-invoicing businesses that need a VAT ID inside the bloc, a Georgian entity is a parallel structure rather than a replacement. The flip side: Georgia is outside CFC rules of many EU countries' domestic law, inside most major DTT networks (~60 treaties), and structurally simpler than Cyprus or Malta holding structures.

Company Types Available in Georgia

The Law on Entrepreneurs recognises five main commercial forms. The LLC is the default vehicle.

Limited Liability Company (შპს / ShPS — Shezghuduli Pasukhismgeblobis Sazogadoeba)

The default form for over 90% of foreign-founder incorporations. Limited liability up to the shareholder's contribution. No minimum share capital. One shareholder and one director are sufficient — both can be the same person, both can be non-residents, both can be foreign companies. Charter (articles of association) may be drawn up under a standard template or customised. Annual filings: tax returns with the Revenue Service; annual report with NAPR is not required for most private ShPS. Audit only when size thresholds are triggered (revenue, assets, or employees above specific levels).

What does ShPS (შპს) mean?

ShPS transcribes შპს, short for shezghuduli pasukhismgeblobis sazogadoeba, Georgian for limited liability company. It is the direct equivalent of a US LLC or a UK Ltd. The company is a legal person separate from its owners, whose liability is capped at their contributions under the Law of Georgia on Entrepreneurs. Over 90% of foreign-founder registrations use it.

Joint Stock Company (სს / SS — Saaqtsio Sazogadoeba)

For larger businesses, regulated sectors, and companies contemplating public listing on the Georgian Stock Exchange. Minimum capital GEL 50,000 for a closed JSC; GEL 100,000 for a public JSC with 25% paid up at incorporation. Requires a shareholder register, board structure, and more extensive disclosure. Used in banking, insurance, and specific regulated industries. Most cf24 clients do not need a JSC.

General Partnership (სპს / SPS — Solidaruli Pasukhismgeblobis Sazogadoeba)

Two or more partners running a business with personal, joint, and several liability. Used for small professional practices and family businesses. Not recommended for international structures because of the unlimited liability exposure.

Limited Partnership (კს / KS — Komandituri Sazogadoeba)

General partner with unlimited liability plus limited partners capped at their contribution. Used for specific holding and investment-fund structures. Less common than the ShPS for new foreign-founder formations.

Individual Entrepreneur (ი/მ / IM — Individualuri Metsarme)

A sole-proprietor registration for Georgian residents and non-residents conducting business personally. Taxed under personal income tax rules. Small Business Status available for qualifying individual entrepreneurs — 1% on turnover up to GEL 500,000. Relevant for freelancers and some consultants, not for companies.

Setting up a business in Georgia: individual entrepreneur or LLC?

Setting up a business in Georgia comes down to two registrations at NAPR. An individual entrepreneur (IM) registers in one day on a passport and a Georgian address. With Small Business Status it pays 1% on turnover up to GEL 500,000, but it carries unlimited personal liability. A ShPS separates the owner's assets from the business, pays nothing until profits are distributed and can add shareholders or be sold. Freelancers billing a few foreign clients usually start as IM; anyone hiring staff, holding assets or planning a VZP application forms the LLC.

Branch (ფილიალი / Pilialı)

A foreign company's Georgian branch. Not a separate legal person — liability flows to the parent. Used when the foreign group needs Georgian VAT registration, local presence, or a specific government contract without incorporating a subsidiary.

Form	Min capital	Liability	Tax	Common use
ShPS (LLC)	None	Limited	Estonian CIT (0% retained / 15% distributed)	Default — SMEs, holdings, IT, trading
SS (JSC)	GEL 50,000 (closed)	Limited	Estonian CIT (0% / 15%)	Regulated sectors, listed cos
SPS	None	Personal	Partners' personal income tax	Small professional practices
KS (LP)	None	Mixed	Mixed	Fund and holding structures
IM (Individual Entrepreneur)	None	Personal	Personal income tax (or 1% Small Business Status)	Freelancers, consultants
Branch	n/a	Parent's	CIT on Georgian-source income	Foreign group presence

Step-by-Step Formation Process

The end-to-end timeline assumes a ShPS with a non-resident sole director, filed at NAPR through a Georgian representative under power of attorney. As your formation agent in Georgia, we act as that representative and file with the National Agency of Public Registry (NAPR), the Georgian company registry under the Ministry of Justice.

1. Name check and reservation. We run the proposed name through the NAPR registry to confirm availability, check for restricted or regulated terms, and reserve it. Georgian and Latin-script names are both acceptable. Two or three alternatives are customary.

1. Charter drafting. We prepare the company charter in Georgian (with English translation for the founders). The charter covers share capital, share distribution, management structure, and the scope of activity. Standard charters suit most cases; customisation is available for multi-share-class structures, vesting, or specific governance rules.

1. KYC and shareholder pack. Each shareholder, director, and beneficial owner provides passport, proof of residential address within three months, and a beneficial-owner declaration. Corporate shareholders additionally provide certificate of incorporation, register of directors, and a UBO declaration. Documents from outside Georgia are apostilled and translated into Georgian.

1. Registered office and power of attorney. We provide the registered office address in Tbilisi as part of the formation package. If you are not travelling to Georgia for the filing, you sign a notarised and apostilled power of attorney authorising our Georgian representative to file on your behalf.

1. Filing at NAPR. The complete incorporation pack is lodged with the National Agency of Public Registry. Standard processing is one business day. Same-day registration is available for an additional government premium that we include in expedited packages.

1. Post-incorporation registrations. Tax registration with the Revenue Service is automatic upon incorporation — an identification number (ID) is issued. VAT registration follows if turnover exceeds GEL 100,000 in a rolling 12-month window or voluntarily earlier. Virtual Zone Person certification is a separate application to the Ministry of Finance for IT companies. Beneficial-owner registration is filed contemporaneously.

Realistic lead time from first contact to operating company with a Georgian bank account: 5 to 10 business days. The certificate itself lands on day 1 after filing; the bank account typically takes the longest, especially for a fully remote opening.

What the formation agent does in Georgia

NAPR accepts incorporation filings at any Public Service Hall (Justice House) from the founder in person or from a representative under a notarised and apostilled power of attorney. We act as that representative: name check on the NAPR portal, charter in Georgian with an English translation, and the apostille and sworn translation coordination. We then supply the Tbilisi registered office, lodge the filing and collect the extract with the identification number. After registration we activate the company's account on the Revenue Service portal (rs.ge), where every monthly return and e-invoice is filed. We then register the beneficial owner and prepare the bank pack for TBC Bank or Bank of Georgia. A founder who is in Tbilisi can file alone at a Public Service Hall with a passport and the signed charter.

Required Documents

For each shareholder, director, and beneficial owner we need:

• Passport scan (used for both NAPR filing and bank KYC)
• Proof of residential address dated within three months — utility bill, bank statement, or government letter
• Beneficial-owner declaration covering ownership and control percentages
• For corporate shareholders: certificate of incorporation, register of directors, UBO declaration, constitutional documents, and a recent certificate of good standing

All foreign documents are apostilled in the country of issue (or legalised through consular channels where the Hague Convention does not apply) and translated into Georgian by a sworn translator. Georgia recognises the 1961 Hague Apostille Convention, which streamlines the process from most of the EU, the UK, the US, Canada, the UAE, Singapore, and Hong Kong.

You also confirm the registered office address (we provide one in Tbilisi), the share structure, the directors' appointments, and the scope of planned activity.

Costs and Timeline

Georgian formation is structurally inexpensive. Government fees are low and included in our packages. The work that determines pricing is the legal drafting, the translation and apostille coordination, registered office service, bank account introduction, and — where applicable — VZP or International Company Status applications.

If a low-cost EU entity is on your shortlist instead, our guide to the cheapest countries to form a company in Europe compares those options side by side.

Our packages cover the full incorporation, registered office service for year one, all government fees, apostille and sworn-translation coordination, tax registration, beneficial-owner registration, and an introduction to TBC Bank or Bank of Georgia. Contact us for a fixed-price quote — no hourly billing, no surprise add-ons.

How much does an LLC cost in Georgia?

The cost of a Georgian LLC has five components and no capital outlay, because the ShPS has no minimum share capital. The components are the NAPR registration fee (standard or same-day), notarisation and apostille of the power of attorney in your home country, and sworn translation of foreign documents into Georgian. The registered office in Tbilisi and the bank introduction complete the list. Running costs afterwards are the registered office renewal and monthly accounting for the Revenue Service filings. We quote all of it as one fixed price.

Typical timeline from KYC clearance:

Day	Milestone
0	Engagement, KYC submitted
1–2	KYC cleared, charter drafted, POA signed and couriered
3	NAPR filing lodged
4	Registration certificate and ID number issued
5–10	Bank account opened (variable per provider and founder profile)
10–30	VZP certification issued (if applicable — Ministry of Finance timeline)

If your timeline is urgent, consider a ready-made Georgian LLC from our sister brand — pre-incorporated, sitting clean on the NAPR register, transferable in days rather than weeks.

Tax Overview for Georgian Companies

Georgia's tax system is simple on paper and aggressive in favour of retention.

Corporate Income Tax: 0% on retained profits. Earnings retained inside the Georgian company — for reinvestment, working capital, holdings, intra-group lending — attract no CIT. The Georgian Estonian Model (introduced under the Law on Profit Tax 2016, effective 2017) taxes only four events: actual dividend distributions, deemed distributions, non-business expenses, and free-of-charge supplies. A company that accumulates profits indefinitely pays no CIT indefinitely.

Corporate Income Tax: 15% (rate applicable in 2026) on distributed profits. When a Georgian company pays a dividend, makes a deemed distribution (gifts, non-business expenses, fringe benefits to related parties), or engages in certain transactions with low-tax jurisdictions, 15% CIT applies. The rate is calculated as 15/85 of the net distribution, the grossed-up basis. So a GEL 85,000 net dividend triggers GEL 15,000 of CIT.

VAT: 18% standard rate. Registration is mandatory when taxable turnover exceeds GEL 100,000 (about €34,000) in any continuous 12-month period. Voluntary earlier registration is available. Exports of goods are zero-rated. Services supplied to foreign customers under the Virtual Zone Person regime are outside scope.

Withholding Tax: 5% on outbound dividends, interest, and royalties to non-residents. The rate is a flat 5% regardless of treaty status (Georgia generally does not charge below-treaty rates — its domestic rate is already low). Payments to persons in blacklisted jurisdictions are taxed at 15%. The blacklist covers a handful of preferential-tax regimes identified by the Ministry of Finance.

Virtual Zone Person status (VZP). A certified Georgian IT company pays 0% CIT on income from IT services supplied to foreign clients — stacked on top of the Estonian retention rule. VAT on those services is zero-rated as exports. The company must hold a valid VZP certificate from the Ministry of Finance, conduct eligible IT activity, and develop software within Georgia. Eligible activities cover software development, licensing, and related support. The regime does not cover e-commerce, non-IT services, or trading.

International Company Status (ICS). Introduced in 2020, this separate regime offers 5% CIT and 5% PIT for qualifying IT and maritime companies with substantial local operations. Different profile from VZP — ICS is better suited to growth-stage tech operations with local employees; VZP is better for small exporters of software services.

Personal Income Tax (relevant for resident employees): 20% flat. Small Business Status (for individual entrepreneurs): 1% on turnover up to GEL 500,000, 3% above.

DTT network: around 60 treaties, covering all major EU members, the UK, the US, China, the Gulf states, Turkey, Iran, and most of the CIS.

No capital gains tax as a separate tax. Capital gains on the sale of a Georgian subsidiary by a Georgian holding company sit inside the Estonian-CIT mechanism — no tax until the gain is distributed out of the holding company.

Electronic invoicing is administered through the Revenue Service portal and is mandatory for VAT-registered taxpayers. Monthly tax filings (CIT, VAT, payroll) are due by the 15th of the following month.

Banking for Georgian Companies

Georgian banking is dominated by two institutions: TBC Bank and Bank of Georgia. Both are listed on the London Stock Exchange, both have modern banking platforms, and both handle non-resident-owned companies — but with meaningfully different processes.

TBC Bank is the largest by assets and the most common first bank for a Georgian LLC. Non-resident business accounts typically require an in-person visit to a branch; remote opening is constrained. The Marjanishvili branch in central Tbilisi is the go-to for English-speaking foreign clients. TBC's online pre-registration shortens the in-branch time. Modern mobile app, competitive FX, SWIFT and SEPA supported, multi-currency accounts in GEL, USD, EUR, and GBP.

Bank of Georgia is the second-largest and the more remote-friendly of the two. Business accounts can be opened without travelling to Georgia via a notarised and apostilled power of attorney, passport copy, source-of-funds and source-of-wealth documentation, an introduction letter from the client's existing bank, and a recent bank statement. The Pushkin Street branch in Tbilisi handles a high volume of foreign clients. Onboarding is typically 2 to 4 weeks after documents arrive.

Liberty Bank is the third retail pillar and domestically focused; it onboards non-residents but with more scrutiny on business purpose.

Credo Bank is SME-focused and has grown its non-resident practice for genuine operating businesses.

Basisbank is a smaller institution that sometimes accepts non-resident-owned companies where TBC and Bank of Georgia have declined — useful as a backup, not a primary.

EMI alternatives. Wise Business accepts Georgian LLCs for operating accounts in EUR, USD, GBP, and 40+ other currencies; the easiest parallel account for a cross-border trading company. Payoneer and Paysera are also used, particularly for IT companies under VZP invoicing foreign clients.

For IT exporters operating under VZP status, the typical combination is one Georgian bank (TBC or Bank of Georgia) for payroll and domestic expenses plus Wise Business for foreign-currency receivables — which is also the cleanest audit trail for demonstrating that IT services are supplied to foreign clients.

Nominee Director Services

Georgia permits nominee directors. Several Georgian corporate service providers offer this, and it is a recognised feature of the local practice. Two factors matter for planning.

Directors and shareholders are publicly disclosed on the NAPR register. The company's director of record, shareholders, and charter are visible to any public searcher. A nominee director therefore changes what appears on the public register, not whether the beneficial owner is recorded elsewhere. Georgia has introduced beneficial-owner reporting requirements under AML rules; the UBO is filed with the authorities separately from the public register.

The nominee is the face, not the controller. A nominee director acts under a general power of attorney granted by the beneficial owner. The nominee has no independent authority to contract, transact, or distribute profits outside the mandate. The beneficial owner retains full operational and economic control. Signed nominee declarations, indemnity arrangements, and a service-level agreement covering board meetings, document signing, and bank authorisations are standard and included in our nominee packages.

Legitimate use cases. Strategic privacy for competitive reasons, structuring around CFC attribution in the shareholder's home jurisdiction, establishing Georgian economic substance for VZP qualification while the founders remain based abroad, and family-office confidentiality. We do not provide nominee services where the intent is to obscure beneficial ownership from regulators, tax authorities, or counterparties — the Georgian AML regime makes that an unworkable plan in any case.

Substance considerations. For Virtual Zone Person qualification, the software must be developed within Georgia. A nominee director alone does not create the substance required. We advise clients pursuing VZP that nominee services are a supplement to, not a substitute for, genuine Georgian activity — a Georgian office, Georgian employees or subcontractors, and Georgian intellectual-property registration.

Compliance and Reporting Obligations

A Georgian ShPS has a monthly rhythm and one annual filing. Every month the company files its returns with the Revenue Service by the 15th (see Tax Overview): the profit tax return reports distributions, if any, and VAT-registered companies add the VAT return. Once a year the financial statements go to the Service for Accounting, Reporting and Auditing Supervision (SARAS) through the reportal.ge portal, by 1 October for the previous year. A small LLC in the lowest size category files simplified statements and needs no audit; audit becomes mandatory only in the two largest categories under the Law on Accounting, Reporting and Auditing. There is no annual renewal filing at NAPR: the company stays on the register until it is liquidated. Any change of director, shareholder or charter is registered at NAPR, usually within one business day, and the beneficial-owner information is updated with it. Anyone can look up a Georgian company by name or identification number on the NAPR public registry portal, so counterparties verify the director and the shareholders themselves.

How is a Georgian LLC dissolved?

Voluntary liquidation of a ShPS runs through NAPR under the Law of Georgia on Entrepreneurs. The shareholders resolve to liquidate and appoint a liquidator, the start of liquidation is registered at NAPR and creditors are notified so they can lodge claims. The Revenue Service confirms that no tax liabilities remain, the remaining assets are distributed to the shareholders and the company is removed from the register. Where speed matters, selling the company's shares to a new owner is often faster than a formal liquidation.

Employing staff in Georgia

Georgia has no employer social security contribution. The employer withholds 20% personal income tax from each salary and pays it to the Revenue Service with the monthly return by the 15th. The only payroll levy is the funded pension scheme under the 2018 Law on Funded Pensions: 2% from the employer, 2% from the employee and a state top-up. It is mandatory for Georgian citizens and permanent residents below the age threshold set at launch, voluntary for foreign employees. An employment contract must be in writing once the relationship exceeds one month, under the Labour Code. Foreign staff need no work permit; a residence permit applies only for stays beyond the visa-free period.

Forming a Georgian Company as a Non-Resident

A non-resident can hold 100% of a Georgian ShPS and serve as its only director. The Law of Georgia on Entrepreneurs imposes no residency, nationality or local-partner condition, and no local representative is required after registration. A Tbilisi registered office is the only mandatory local element, and we provide it.

Each non-resident founder supplies a passport scan, proof of address dated within three months and a beneficial-owner declaration. Corporate shareholders add their certificate of incorporation, register of directors, constitutional documents and a recent certificate of good standing. Every foreign document is apostilled under the 1961 Hague Convention (or consular-legalised where the Convention does not apply) and translated into Georgian by a sworn translator.

No visit is needed. A notarised and apostilled power of attorney lets our Georgian representative file at NAPR, and the certificate normally issues the next business day. Banking is where residence matters. Bank of Georgia opens accounts for a non-resident director remotely, on a power of attorney and a full KYC pack, in 2 to 4 weeks. TBC Bank usually wants a branch visit in Tbilisi. Wise Business runs alongside for foreign-currency receivables.

Owning a ShPS does not by itself make you a Georgian resident. Citizens of around 95 countries, including the EU states, the UK and the US, may stay in Georgia visa-free for up to one year. Many founders run the company on that basis. A founder who wants to settle applies separately to the Public Service Development Agency for a residence permit, for example a work residence permit based on entrepreneurial activity in the company. We form the company and refer permit questions to local immigration counsel.

Frequently Asked Questions

How long does it take to form a company in Georgia?

Standard NAPR registration is one business day after filing. Same-day registration is available for an additional government premium. Including KYC, charter drafting, apostille and translation of foreign documents, and bank account opening, the realistic end-to-end timeline is 5 to 10 business days from first engagement. The certificate itself is typically in hand on day 3 or 4.

What is the corporate tax rate in Georgia?

Georgia applies 0% CIT on retained and reinvested profits under the Estonian Model adopted in 2017. Tax falls due only when profits are distributed, at 15% on the grossed-up basis (15/85 of net distribution). IT companies with Virtual Zone Person status pay 0% CIT on income from foreign-client services. International Company Status for qualifying tech and maritime businesses applies a 5% CIT rate.

Can foreigners own 100% of a Georgian LLC?

Yes. The Law of Georgia on Entrepreneurs places no restrictions on foreign ownership of a ShPS (LLC). A non-resident may be the sole shareholder, sole director, and ultimate beneficial owner without any Georgian co-founder, local partner, or residency requirement. Foreign corporate shareholders are equally permitted.

Do I need to visit Georgia to form a company?

No. Formation is routinely completed remotely through a notarised and apostilled power of attorney granted to a Georgian representative. The representative files at NAPR on your behalf and receives the registration certificate. Bank account opening is a separate question — Bank of Georgia allows remote opening via POA and a full KYC pack, while TBC Bank usually prefers an in-person branch visit.

What is the minimum share capital for a Georgian LLC?

There is no statutory minimum share capital for a Georgian ShPS (LLC). The 2022 Law of Georgia on Entrepreneurs retained the no-minimum position established in earlier legislation. A Joint Stock Company (SS) requires GEL 50,000 for a closed JSC or GEL 100,000 for a public JSC, with 25% paid up at incorporation.

What is the Virtual Zone Person regime?

VZP is a tax status granted by the Georgian Ministry of Finance to qualifying IT companies. A VZP company pays 0% CIT on income from IT services supplied to foreign clients and does not charge VAT on those exports. The company must conduct eligible IT activities — software development, licensing, related support — with the software developed in Georgia. The certificate is applied for separately after company formation.

Can I open a Georgian business bank account as a non-resident?

Yes. Bank of Georgia allows remote opening through a notarised and apostilled power of attorney with a full KYC pack (source of funds, source of wealth, introduction letter, bank statement). TBC Bank typically requires a branch visit in Tbilisi — the Marjanishvili branch handles foreign clients efficiently. Wise Business provides a fully remote EMI alternative for cross-border operations.

Get Started — Form Your Georgian Company

A fixed-price quote in 60 seconds. Registration certificate in one business day from NAPR filing. Remote formation via power of attorney — no travel required. Bank account introduction to TBC Bank or Bank of Georgia included. VZP application handled separately for eligible IT companies.

Call +48 2222 5 2222 or email info@companyformation24.com to start. Most Georgian LLCs are formed and operating with a bank account within 10 business days of KYC clearance.

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Content prepared by Aleksandra Kowalska, Corporate Client Service. Approved by Tomasz Bielski, Managing Director.