If you registered a business in Georgia before January 1, 2022, you will be affected by the following changes
Important Updates
to Georgia's Law
"On Entrepreneurs"
What Has Changed?
On January 1, 2022, amendments to the Law of Georgia "On Entrepreneurs" came into effect. This is the basic law regulating the registration and operation of companies and sole proprietorship in Georgia. The amendments are very important, in fact they have rewritten the original law from 2008 and established several mandatory requirements for companies registered before the amendments came into force (before January 1, 2022)

What Actions Are Required?
Align your company's charter with the requirements of the new legislation.
Term: until December 31, 2023.
Procedure: Applicable fees are required.
Registration deadline: Within 1 business day.
Register a personal account on the electronic portal. The portal will operate in parallel with the Public Registry
Joint-stock companies must amass a minimum capital of GEL 100,000 within 5 years from the date the amended charter of the company is registered, unless a shorter period is stipulated in the charter itself.

The Risks
The Risks: Companies that do not align their charters with the new law or fail to authorize themselves on the portal risk being removed from the Public Register in accordance with the procedures established by law.
The Challenge
Although registering a new charter in the Public Register and authorizing on the electronic portal are quick procedures, the preparatory stages can take several months, especially for companies with multiple partners, foreign partners, legal entity partners.

The Solution
The corporate practice attorneys at JA offer services including developing individual charters for legal entities, convening general meetings of partners, registering charters, and authorizing companies on the electronic portal. Our corporate lawyers will prepare individual charters for your company, taking into account the specifics of partner obligations, management structure, decision-making processes, profit distribution, and other key considerations.
For maximum convenience, all these actions can be undertaken based on a notarized power of attorney issued by the partners/shareholders and the Director in their country of residence

Our Benefits
Document preparation in English, Georgian, and Russian.
Extensive experience working with non-resident partners/shareholders of Georgian companies.
Providing services remotely on the basis of powers of attorney from Partners/Directors
Successful practice of solving non-standard corporate issues and supporting M&A transactions

The attorneys in JUST Advisors' corporate practice have extensive experience:
In the resolution of deadlock situations, the sale of a business, the resolution of corporate conflicts, M&A transactions, including the procedures of legal Due Diligence.
In preparing shareholder agreements of partners that provide for special responsibilities of shareholders or partners, balance of powers between them (approval of transactions, decision-making by qualified majority), including when there are different categories of shares
Construction of corporate structure of companies, development of individual charters with a complex composition of management bodies (Supervisory Board, Management Board, several Directors)

3rd Floor, "Saburtalo" Business Center,
2 A. Kazbegi Avenue,
Tbilisi, Georgia
Just Advisors JSC
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