The Complete Guide to Opening a Company in Georgia (2026) | Legally.ge — Georgian Legal & Business Services

Last reviewed by Nino Berdzenishvili on 2026-05-06.

Who is this guide for?

This guide is for foreign founders, digital businesses, and individuals who are considering Georgia as the legal home of a new operating company. It assumes you are not yet a Georgian resident and that you either live abroad full-time or are spending a portion of the year in Georgia.

It does NOT cover branch offices of existing foreign companies, nor does it cover non-profit entity formation or the rare partnership forms (general partnership, limited partnership) — those are niche in 2026 Georgia and almost never the right answer for a foreign founder.

If you want a 30-second answer: most foreigners should pick between an LLC and an Individual Entrepreneur with Small Business Status, and the right answer depends on your expected revenue, the number of co-founders, and how much you intend to distribute as profit.

Why do foreigners incorporate in Georgia in the first place?

Georgia has become one of the quieter onshore jurisdictions of choice for digital businesses since roughly 2020, for four interlocking reasons:

Foreign ownership is unrestricted. A foreigner can own 100% of a Georgian LLC without a local partner, a local director, or a minimum capital threshold beyond a token amount^[].
The corporate tax model is Estonian. Georgia replaced the conventional CIT-on-profit regime with a distribution-based model in 2017: the 15% Corporate Income Tax is paid only on profit that is distributed to shareholders, not on profit that is reinvested in the company^[].
Small businesses get a 1% turnover regime. Individual Entrepreneurs with revenue under 500,000 GEL/year (~$185k as of 2026) can elect into Small Business Status and pay 1% of turnover instead of standard tax rates^[].
Setup is fast and cheap. The Public Service Hall in Tbilisi registers most companies in one to two business days for around 100 GEL in state fees^[].

The combination — full foreign ownership, Estonian-style CIT, the 1% small-business regime, and fast setup — is unusual. Estonia itself gates company access through e-residency; Cyprus has retained-earnings tax; Bulgaria's 10% CIT applies on accrual rather than distribution. Georgia is one of the few jurisdictions that combine all four traits without an EU/EEA passport requirement.

Which company structures can foreigners actually use?

Three structures account for almost every foreign-founder incorporation in Georgia in 2026:

1. Limited Liability Company ("შპს" / "LLC")

The default for any business with two or more founders, any business that intends to hire employees, and any business that needs to take external investment. The LLC is a separate legal entity, foreign ownership is unrestricted, and shareholder liability is capped at contributed capital^[].

Tax: 15% Corporate Income Tax on distributed profit only (Estonian model)^[]. Reinvested profit pays no CIT until it is distributed.

2. Individual Entrepreneur with Small Business Status ("ინდ. მეწარმე — მცირე ბიზნესის სტატუსი")

Best for single-founder digital businesses with revenue under 500,000 GEL/year. Registration is even faster than an LLC (often same-day at the Public Service Hall) and the tax treatment — 1% of turnover — is roughly an order of magnitude cheaper than what an EU resident would pay on equivalent income^[].

Caveat: the IE is the founder. There is no separate legal entity, no liability shield, no shareholding to dilute. Some service categories are excluded from Small Business Status (notably consulting income characterised as "personal services" — see the FAQ below).

3. Standard Individual Entrepreneur

The same structure as above but without Small Business Status. Income is taxed at the flat 20% Personal Income Tax rate^[]. Used when:

You expect revenue above 500,000 GEL/year and don't want to incorporate as an LLC.
Your activity is excluded from Small Business Status.
You want the simplicity of a sole-trader structure but expect to exceed the small-business threshold mid-year.

The standard IE is rare among foreign founders — most either go LLC or Small Business Status — but it's the right answer for some hybrid cases.

How long does the registration actually take?

The mechanical step — visiting the Public Service Hall, signing the charter, and paying the state fee — takes a single appointment and the registration is typically issued within one business day for the standard fee or same-day for an expedited fee^[].

The practical timeline is longer because of three pre-conditions:

| Step | Typical duration | Who does it | | --- | --- | --- | | Choose a company name (and check it isn't taken) | Same day | Founder + lawyer | | Draft and notarise the LLC charter | 1–3 business days | Lawyer + notary | | Provide a registered legal address | 1–2 business days | Founder or lawyer | | File at the Public Service Hall | 1 business day | Lawyer or founder | | Receive the extract from the Business Register | Same / next day | PSH | | Open a corporate bank account | 3–10 business days | Founder + bank | | Register on RS.ge (Revenue Service portal) | Same day | Lawyer |

End-to-end, plan for two weeks from "I want to incorporate" to "I have a Georgian LLC with a working bank account". Individual Entrepreneur registration is faster — typically a single afternoon for the registration itself.

What documents do you actually need?

For an LLC:

A passport (the founder's, or each founder's if there are multiple).
A notarised charter ("წესდება") — the legal document defining the company's name, address, capital, and management structure. A template exists on the PSH website but a lawyer-prepared charter is strongly recommended for any non-trivial structure.
A registered legal address in Georgia (residential or commercial — the PSH does not distinguish for incorporation purposes, though banks may).
A founders' resolution appointing a director.
A signed director consent form.
The state-fee payment receipt (~100 GEL standard, ~200 GEL expedited).

For an Individual Entrepreneur:

A passport.
A registered Georgian address.
The state-fee payment receipt (~50 GEL).
Optionally: a Small Business Status application (filed post-registration with the Revenue Service).

If a founder cannot attend the Public Service Hall in person, a notarised power of attorney from the founder's home jurisdiction (apostilled if it's an apostille-treaty country, legalised otherwise) allows a Georgian lawyer to register the entity on the founder's behalf.

How does Georgian taxation actually work for the new company?

There are three distinct taxes a foreign founder needs to understand on day one. We've written each in the order it tends to come up.

Corporate Income Tax (LLC only)

Georgia's CIT is 15%, but uniquely, it applies only to distributed profit — not to profit retained in the company^[]. Concretely: if your LLC earns 200,000 GEL of profit and distributes nothing, you pay zero CIT. If you distribute 100,000 GEL as a dividend, you pay 15,000 GEL of CIT on the distribution. The remaining 100,000 GEL stays in the company tax-free until you eventually distribute it.

This is the "Estonian model", named after Estonia which pioneered the approach in 2000. Georgia adopted it in 2017. The practical consequence: an LLC that consistently reinvests profit can compound its retained capital tax-free.

Personal Income Tax (Individual Entrepreneur, standard)

Georgian PIT is a flat 20% on income — wages, freelance income, non-Small-Business-Status IE income^[]. The 20% rate applies regardless of total income; Georgia is a flat-tax jurisdiction.

Small Business Status — the 1% turnover regime

Individual Entrepreneurs whose annual turnover is under 500,000 GEL can elect Small Business Status, which replaces the 20% PIT with a flat 1% tax on turnover^[]. Two important nuances:

The threshold is hard. Crossing 500,000 GEL of turnover in a calendar year removes Small Business Status retroactively from the start of that year, with the standard PIT rate applied to the full year's income. Most disciplined founders watch the threshold and either incorporate as an LLC mid-year or invoice ahead/behind to avoid crossing.
Excluded activities exist. Some service categories — notably "consulting" interpreted strictly — fall outside Small Business Status and pay 3% instead of 1%. The Revenue Service publishes periodic clarifications^[].

VAT (potentially)

Companies with turnover above 100,000 GEL/year in any rolling 12-month period are required to register for VAT and charge 18% on Georgian supplies^[]. Most early-stage foreign-founder businesses don't cross this threshold immediately, but cross-border SaaS billing can pull a company in unexpectedly via reverse-charge rules. A Georgian accountant should verify VAT status quarterly.

What about banking?

The Georgian banking onboarding bottleneck is the practical reason incorporation timelines stretch. Two banks dominate foreign-founder onboarding:

Bank of Georgia (BoG) — generally the fastest for foreign individuals; corporate accounts take 3–10 business days.
TBC Bank — slightly slower but a more polished international experience; corporate accounts often 5–14 business days.

Both banks operate under National Bank of Georgia supervision^[] and apply standard KYC rules. Documents typically required: company extract, charter, director ID, founder ID, source-of-funds declaration, and (increasingly) a brief description of the business model with sample invoices.

A practical tip: open the founder's personal Georgian account first (usually possible same-day with a Georgian SIM and address) and use that account to receive initial funds while the corporate account processes.

What are the post-incorporation tasks no one warns you about?

Things that are easy to miss in the first 60 days:

Register the company on RS.ge (Revenue Service portal) and link the director's TIN. Without this, you cannot file taxes, issue electronic invoices, or pay employees. This is usually done the same day as incorporation by your lawyer.
Apply for Small Business Status formally if you went the IE route — registration as an IE does NOT automatically grant Small Business Status. The application is filed separately on RS.ge and typically processed within a few days.
Open the Pension Agency profile if you plan to hire employees. The mandatory pension contribution scheme withholds 2% from the employee, 2% from the employer, and 2% from the state.
Set up monthly bookkeeping — even a one-person LLC has monthly tax declarations to file. The Revenue Service applies modest late-filing fines that compound; a 50 GEL/month accountant retainer prevents thousands of GEL in penalties.
Consider tax residency planning if you intend to claim Georgian tax residency under the 183-day rule — see our residency guide.