Pay registration fee, register the company with the Entrepreneurial Register, obtain an identification number and certificate of state and tax registration, and register for VAT
Agency: NAPR
The following documents need to be submitted for LLC registration:
- Certified Application for Registration;
- Certified Memorandum of Association;
- Certified consent of the owner of premises to use the address as legal address.
Payment of the registration fee can be done at the same place where the documents are submitted. Alternatively, founders can provide the document evidencing the payment of the registration fees.
The application must be signed by all founding partners of the company. The information contained in the application may be included in the charter of the company or partners’ agreement (in this case no separate application shall be required). The application, charter/partners agreement, and consent of the owner of premises need to be executed before a public notary or at the registry (in that case, a certification fee applies). In addition, though not specifically required by law, in accordance with the registration instruction, the applicant must submit a document confirming lawful occupation of the premises to be used as a legal address of the company (lease agreement) and the written consent of the appointed director (manager) to serve on this position. A signature sample may also be accepted instead of the said consent.
Submission of application for registration may be carried out by one of the founding partners of the Company (in which case the documents must be preliminary certified by notary), the appointed director or by a person appointed by the partner (or partners) by virtue of a duly issued and certified power of attorney. In such cases as well, all documents to be submitted to the registration agency must be preliminary certified by notary.
According to the amendment on registration of a company NAPR requires companies to provide e-mail and alternative address, which differs from company’s legal address, in order to simplify formal contact with the company (e.g.: for Revenue Service, administrative agencies, Courts, creditors, etc.). This regulation is mandatory upon initial registration of a company, as well as for registration of changes in constituent documents.
Georgian legislation provides for a possibility to open a bank account while registering the company at NAPR.
According to Article 157 of the Tax Code of Georgia, “A person/entity, which carries out an economic activity and the total amount of VAT taxable transactions carried out in any continuous period up to 12 calendar months exceeds GEL 100 000”, shall apply for a VAT registration to Revenue Service under Ministry of Finance of Georgia. A company can also perform voluntary registration.
Starting from February 27, 2018, together with the application with the request to register the company, company representative with the same application is able to request the voluntary registration of the company as a VAT taxpayer without visiting the Revenue Service territorial service center. Updated form of registration application to be filled out at the NAPR contains section where the company may indicate that it wishes to be registered as a VAT payer voluntarily immediately upon registration of the company. In such case, NAPR electronically delivers to the Revenue Service the application to register company as a VAT taxpayer. Together with the completion of business registration procedure, the company is registered as a VAT taxpayer. The company representative receives the notification on voluntary registering as an VAT taxpayer through mobile phone message, according to the contact information provided in the application.
While completing company registration proceedings, the National Agency of Public Registry (NAPR) sends to the Revenue Service request (application) on registration of company as a VAT payer. Company registration by the NAPR should be completed in one business day (when applying for regular proceedings) or on the same day (when expedited procedure is used). NAPR is obligated to transfer applicant’s request on VAT registration to the Revenue Service immediately upon receipt of the application. The Revenue Service registers the respective company as a VAT payer immediately upon receipt of the information, i.e. on the same day. Confirmation/certificate of VAT registration may be obtained online via the web-site: www.rs.ge.
In specific cases, information on economic activities of an entity, amendments to such activities and termination of economic activities must be registered in the Registry of Economic Activities. Registration of the following economic activities is mandatory:
- Activities related to production, initial production, processing, distribution of food/animal food, animal and vegetable (plant) products, veterinary specimen, pesticide or agricultural chemicals, as well as service in the fields of veterinary and protection of plants;
- Activities related to employment or assistance in employment outside Georgia set out under the Law of Georgia on Labor Migration;
- Activities of organizations carrying out aesthetic and cosmetic activities.
Person is entitled to carry out economic activities subject to mandatory registration only after registration of such activities with the Registry of Economic Activities. Entities may also register economic activities voluntarily. Term for registration of economic activities is 1 year, expiration of which will result in invalidation of decision on registration of such activities unless extension of the term is requested by an interested party. For the purposes of registration, an applicant files application with the Registry of Economic Activities under the NAPR at the Hall of Justice or any offices of the NAPR. Application must include types of economic activities and place of activities. Note that by July 27, 2018 Decree No. 381 the Government of Georgia adopted a broad list of hazardous, severe, harmful and dangerous activities that are also subject to mandatory registration with the Registry of the Economic Activities under the same procedures that are applicable to registration of economic activities listed above.
Time and cost: 1 day, GEL 100 (regular registration) or GEL 200 (expedited registration) + GEL 1 (bank charges) + GEL 5 for certification per documen
