The Georgian LLC, end to end

Who can register a Georgian LLC?

Anyone can register a Georgian LLC. Georgian corporate law allows full foreign ownership without a local partner, a local director, or a residence requirement^[2]. The shareholders can be:

• Foreign natural persons (any nationality, any country of residence).
• Foreign legal entities (e.g. a Delaware C-Corp or Estonian OÜ as parent).
• Georgian natural persons and legal entities.
• Any combination of the above.

The director (“director” — a single executive officer analogous to a managing director or CEO) can be the founder themselves, a separately appointed person, or a foreign national. There is no requirement that the director be a Georgian resident.

How long does Georgian LLC registration actually take?

The mechanical step at the Public Service Hall takes one business day under standard processing or same-day under the expedited service^[3]. The end-to-end timeline including charter drafting, notarisation, RS.ge onboarding, and corporate banking is typically two weeks.

A typical foreign-founder timeline:

• Day 0: Engagement letter signed; founder provides passport scan and address details.
• Days 1–3:We draft the charter, founders’ resolution, and director consent. The notary signs the package.
• Day 4: Public Service Hall filing. Registration fee paid (100 GEL standard or 200 GEL expedited).
• Day 5: Business Register extract issued. RS.ge profile activated. Director TIN linked.
• Days 6–14: Corporate banking onboarding at Bank of Georgia or TBC Bank.

What documents do I need to register?

The standard document set for a Georgian LLC:

• Founder passport(s) — one per shareholder.
• A notarised charter(“წესდება”) defining the LLC’s name, registered address, capital, share allocation, and management structure.
• A registered legal address in Georgia (residential or commercial).
• A founders’ resolution appointing the director.
• The director’s consent form.
• The state-fee payment receipt (100 GEL standard, 200 GEL expedited).

Founders unable to attend in person can grant a Georgian lawyer power of attorney via a notarised PoA executed in their home country. The PoA must be apostilled (if the country is a Hague Apostille Convention signatory) or legalised through consular channels otherwise.

How does the Estonian-style Corporate Income Tax actually work?

Georgia’s Corporate Income Tax was rewritten in 2017 to mirror Estonia’s distribution-based model^[1]. The headline rate is 15%, but the tax base is distributed profit — not earned profit. Concretely:

• If your LLC earns 200,000 GEL of profit and distributes nothing, you owe zero CIT.
• If you distribute 100,000 GEL as a dividend, you owe 15,000 GEL of CIT on that distribution.
• The remaining 100,000 GEL stays in the company tax-free until you eventually distribute it.

The practical consequence is significant: a reinvesting business compounds capital tax-free. A founder who reinvests for ten years and only distributes at the end pays the same 15% rate at exit that they would have paid had they distributed annually — but the intervening reinvestment compounds without tax drag.

Note: certain non-distribution transactions are deemed distributionsunder the Tax Code and trigger CIT — e.g. loans to shareholders on non-arm’s-length terms, excessive related-party expenses, and outbound transfers without business purpose^[1]. A Georgian accountant should review the books quarterly to flag deemed distributions before they trigger penalties.

What about VAT, payroll, and other recurring taxes?

Beyond the headline CIT, an active LLC typically deals with:

• VAT (18%) — registration is mandatory for companies with rolling 12-month turnover above 100,000 GEL^[1]. Cross-border B2B services often use the reverse-charge mechanism, removing Georgian VAT from the invoice.
• Personal Income Tax on payroll (20%) — withheld and remitted monthly by the employer.
• Pension contributions (2 + 2 + 2) — 2% employee contribution, 2% employer contribution, and 2% from the state for Georgian-citizen employees.
• Property tax if the LLC owns Georgian real estate.
• Excise tax only for specific industries (alcohol, tobacco, fuel, imports — not relevant to most digital-economy LLCs).

Most foreign-founder LLCs at the early stage have a single payroll line (the founder-director’s salary), no VAT registration until they cross the threshold, and otherwise no recurring taxes beyond the eventual CIT-on-distribution.

How much does a Georgian LLC actually cost to run?

A representative annual cost picture for a small foreign-founder LLC:

• Registered legal address: 30–80 USD/month if rented from a service provider.
• Monthly bookkeeping: 50–150 USD/month at small scale.
• Annual financial statements: 200–500 USD/year.
• Annual tax filing: Included in monthly retainer for most providers.
• Banking fees: 0–20 USD/month at Bank of Georgia or TBC Bank.
• State filing fees: Negligible after the initial registration.

End-to-end, a low-activity Georgian LLC typically costs under 1,500 USD/year to maintain — substantially cheaper than a comparable EU or US entity.

What are the most common pitfalls?

Three issues that come up repeatedly in our practice:

1. Underestimating the bank-account timeline.Founders often plan around the 1–2 day registration timeline; the 3–10 day banking timeline is the real bottleneck. Plan for two weeks end-to-end.
2. Ignoring substance. An empty LLC with a registered address and no operations exposes founders to home-country anti-avoidance challenge. Real economic substance — local meetings, local employees, local services — is what makes the structure defensible.
3. Missing monthly tax declarations. Even a zero-activity LLC must file monthly nil declarations. Late filings trigger small but compounding penalties. A 50 USD/month accountant prevents thousands in late fees.