Corporate Structuring &
Governance.
We build the legal foundation for your success beyond simple registration. From structuring complex holding companies to ensuring full compliance with Georgia's evolving Law on Entrepreneurs, our attorneys act as your strategic partners in corporate governance.
Legal Context
Doing Business in Georgia
Georgia offers one of the most attractive business environments in the world, characterized by the "Estonian Model" of taxation (0% tax on reinvested corporate profits) and simplified bureaucratic procedures. However, the recent overhaul of the Law on Entrepreneurs has introduced stricter compliance requirements, particularly regarding the duties of directors and the transparency of beneficial ownership.
Many foreign investors fall into the trap of using "template" charters provided by basic registration agents. These standard documents often fail to protect shareholder interests in the event of a dispute. At Tbilisi Law, we draft bespoke Articles of Association (Charters) that specifically address dividend distribution, decision-making deadlocks, and exit strategies, ensuring your investment is secure from day one.
Our Capabilities
Full-Spectrum Corporate Support
Company Formation
Registration of LLCs (Limited Liability Companies), JSCs (Joint Stock Companies), and Branches of foreign entities. We handle the entire process at the Public Service Hall, including bilingual documentation.
Corporate Charters
Drafting bespoke Articles of Association. We move beyond the standard template to create robust agreements that define shareholder rights, dividend policies, and dispute resolution mechanisms.
Mergers & Acquisitions (M&A)
Full legal support for buying or selling businesses in Georgia. We conduct legal due diligence, draft Share Purchase Agreements (SPA), and ensure seamless ownership transfer.
Regulatory Compliance
Advising on labor laws, data privacy (GDPR/Georgian Law), and anti-money laundering (AML) regulations. We keep your business compliant with local standards.
Business Liquidation
Closing a company in Georgia is more complex than opening one. We manage the liquidation process, appointing liquidators and settling liabilities with the Revenue Service.
Virtual Zone & International
Special status acquisition for IT companies (Virtual Zone) and International Companies, allowing for 0% or 5% Corporate Tax rates.
Knowledge Base
Common Corporate Questions
Do I need to be in Georgia to register a company?
No. We can register your company remotely via Power of Attorney (PoA). You will need to send us a notarized and apostilled PoA, and our team will handle the registration, tax ID setup, and bank account opening procedures on your behalf.
What is the "Virtual Zone" status?
The Virtual Zone Person (VZP) status is designed for IT companies that export software or digital services. It exempts the company from the 15% Corporate Income Tax and VAT on exported services. We assist in preparing the application to ensure you meet the specific criteria set by the Ministry of Finance.
Can a foreigner be 100% owner of a Georgian LLC?
Yes. Georgia allows 100% foreign ownership of companies. There are no restrictions on foreign directors or shareholders, making it an ideal hub for international business holding structures.
Ready to Structure Your Success?
Don't leave your corporate foundation to chance. Contact our specialized business attorneys today.