Limited Liability Company
Country code – GE
Legal Basis – Civil law
Legal framework – Civil Code, Law on Entrepreneurship of 1994
Company form – Limited Liability Company
Liability - The liability of the partners is limited to the amount of their capital contributed.
Share Capital – There is no minimum capital requirement for an LLC. Capital is divided into shares and cannot be issued additional shares.
Shareholders – An LLC may be incorporated by one or more shareholders, who can be resident or non-resident, natural or juristic persons. Details of the shareholders are available publicly.
Directors – An LLC may have one or more directors, who can be resident or non-resident, natural or juristic persons. Details of the directors are available to the public.
Secretary – Georgian companies may appoint a secretary, but it is not mandatory.
Registered Address – A company must have a registered office in Georgia.
General Meeting – An annual general meeting is usually required.
Electronic Signature – Permitted.
Re-domiciliation – Inward/outward re-domiciliation is not allowed.
Compliance – Georgian LLCs must submit a tax return and submit financial statements annually.
Companies that either have a total value of assets over GEL 10M or GEL 20M of annual revenue or employ more than 50 people, must submit financial statements audited by an independent qualified accountant and a management report annually.
- Members not disclosed
- Managers not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Civil law Legal basis
- 1 Minimum members
- GEL 1 Minimum registered capital
- - Minimum paid up capital
- GELUSDAny Capital currency
- 100% Foreign-ownership allowed
Tax residency – A LLC is tax-resident in Georgia if it is incorporated under Georgian laws.
Basis – Corporate income tax is levied on worldwide income.
Tax rate – Georgia levies a 15% corporate tax on dividends distributed. Profits retained in an LLC are not subject to taxation.
Capital gains – Capital gains are treated as ordinary income and taxed when distributed to shareholders.
Dividends – Dividends received by resident entities are not subject to taxation.
Interests – Interests received that were taxed at source are entitled to a credit on tax paid. Other interest income is subject to tax when distributed in the form of dividends.
Royalties – Royalties are subject to corporate tax upon distribution in the form of dividends.
Withholding Taxes – Dividends paid to non-residents are subject to a 5% withholding tax unless a tax treaty provides a reduced rate. Withholding tax rate on dividends could be increased to 15% if are paid to a resident of a low tax jurisdiction. Interests paid abroad are subject to a 5% withholding tax, unless the rate is reduced under a tax treaty. If interest is paid to a low tax jurisdiction, the tax rate is increased to 15%. Royalties paid to non-residents are also subject to a 5% withholding tax. Those paid to resident individuals are taxed at 20%, and those paid to a company resident of a low tax jurisdiction are taxed at 15%. Technical service fees paid to non-residents are subject to a 10% withholding tax, 15% to residents of low tax jurisdictions.
Foreign-source income – Foreign-source income is generally subject to corporate income tax when it is distributed in the form of dividends. Taxes withheld abroad can be offset against the corporate income tax.
Labor taxes – There are no social security contributions in Georgia.
Losses – Losses may be carried forward 5 years, or 10 years in certain cases. Carryback of losses is not allowed.
Inventory – Companies are entitled to record the cost of inventory using the individual accounting method, the averagely weighted cost method, or first in first out (FIFO).
Anti-avoidance rules – Transfer pricing legislation is applicable to all types of transactions between related persons, whether resident or non-resident, which must be conducted at arm’s length according to the OECD’s principles and supported by relevant documentation.
There are no thin capitalization and controlled foreign company rules.
Tax credits and incentives – A corporate income tax exemption may be available for income of budgetary, international, and charitable organizations, profits received from financial services conducted by international financial companies and gains on sales of securities issued by international financial companies.
Enterprises located in free industrial zones are exempt from corporate income tax, customs duties, V.A.T., property taxes and personal income tax (employees). A Free Industrial Zone enterprise is subject to a 4% tax on the market price of the goods supplied/received to/from a Georgian resident other than other Free Industrial Zone enterprise.
Personal income tax – Tax residents in Georgia are those who reside for at least 183 days in Georgian territory.
Tax residents are only taxed on their Georgian-source income. This means that income earned abroad is not subject to Georgian taxation.
The flat tax rate is 20%, although dividend, interest income is taxed at a 5% final withholding tax on source and not included in personal tax base.
Rental income from residential properties are also subject to a reduced 5% tax rate, provided that no deductions are taken from this income.
Capital Gains are usually subject to income standard tax rate, but an exemption may apply from gains on the sale of real property, if it has been held at least two years. Gains on the sale of a residential property with an attached land plot is subject to a reduced tax rate of 5%.
Other taxes – There is a real property tax for individuals ranging from 0.8% to 1% on the property market value. However, households with annual income below GEL 40,000 are exempted and those with annual income between GEL 40,000 and GEL 100,000 are subject to a reduced tax rate ranging from 0.05% and 0.2% on the property market value.
Property tax for companies is 1% on the annual average residual value of fixed assets (except for land) and investment property.
There is an annual land tax which varies according to the administrative unit, the type of land (agricultural or non-agricultural) and its land quality.
In Georgia, there are no net wealth, inheritance or transfer taxes. Gifts of certain value may be subject to taxation.
V.A.T. standard rate is 18%. Certain goods and services transactions are tax exempt.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 15% Offshore Income Tax Rate
- 15% Corporate Tax Rate
- 15% Capital Gains Tax Rate
- 0% Dividends Received
- 5% Dividends Withholding Tax Rate
- 5% Interests Withholding Tax Rate
- 5% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 5 Losses carryforward (years)
- FIFOAverage cost Inventory methods permitted
- 269 Tax time (hours)
- 5 Tax payments per year
- 0% Social Security Employee
- 0% Social Security Employer
- 20% Personal Income Tax Rate
- 18% VAT Rate
- 49 Tax Treaties
Georgia is the former Soviet Republic, located on the border between Europe and Asia, on the east coast of the Black Sea. It shares a border with Russia to the north, with Turkey and Armenia to the south, and Azerbaijan to the southeast. It has a population of just over 3.7 million inhabitants, which half live in Tbilisi, its capital. Its official language is Georgian and its currency is the Georgian Lari (GEL).
The Georgian economy depends mainly on Black Sea tourism, crops of citrus, tea, and grapes, extractive mining of manganese and copper as well as a small industrial sector producing wine, metals, machinery, chemicals, and textiles.
Due to its strategic location, its liberal and market-oriented economic policy and its developed transport infrastructure, Georgia is an attractive destination for foreign investment. A business-friendly country with simplified administrative procedures, where it is possible to set up a company in less than 3 days, and a reduced number of licenses and permissions. In addition, Georgia is considered by the World Economic Forum as the ninth economy with the lowest taxes, with only 6 low rates tax figures, where corporate profits are only taxed when distributed and foreign-source personal income is usually exempt from taxation.
It also has free trade agreements with the EU and the EFTA countries, Russia, and other countries of Eastern and Central Europe. Providing access to a market of 900 million people without any duty tariff restriction, and a system of generalized preference with US, Canada, Japan, Norway, and Switzerland.
Tax treaties Map
Georgia Limited Liability Company (LLC) – USD 2,950.00 (All included) (Remote company setup)
We pride ourselves in providing the best possible professional service which includes our honest hassle-free “No Hidden Fee” policy. Your incorporation package includes:
- Registration and government fees
- Certificate of Formation
- Memorandum & Articles of Association
- Appointment of Company Director(s)
- Director(s) Acceptance Letter
- First Board Resolution
- Register of Members
- Register of Directors
- Secretarial Services
- Notary and translation fees
- Power of Attorney
- Certified Translation of Constitutional Documents
- Corporate Documents’ Courier Delivery
Time to form: 3 to 4 weeks.
All our incorporation services include a yearly consulting session, a dedicated account manager and access to our global network of trusted business services, including introductions to accountants, financial, tax and legal advisors at no cost.
Bank Account Opening Support Services (Optional)
Bank Account Options:
- Georgia Bank Account (Remotely, via Power Of Attorney) – USD 900.00
- Cyprus Bank Account (In-person) – USD 1,200.00
- Bulgaria Bank Account (In-person) – USD 1,200.00
- Armenia Bank Account (Remotely) – USD 1,200.00
- Turkey Bank Account (Remotely) – USD 1,200.00
Our Bank Account Opening Support Service includes:
- Introduction to the Bank Manager
- Bank Account Opening Process Management
- Assistance and advice in filling out Business Questionnaires, KYC Forms and Bank Account Application Forms.
- Certified Copies of Constitutional Documents
Our banking service is not just a mere introduction to the bank. We assist you in filling out the business plan forms appropriately and help you understand and provide business details, commercial information and purpose/use of the bank account that a given bank wants to know in order to approve your account application.
Banks want certainty and clarity on how the account will be used. Everything must be watertight. We will work with you to make sure there is minimal ‘back and forth’ and a smooth account opening process
Annual Fees (2nd year) – USD 2,100.00
- Government Fee
- Registered Office Fee
- Secretarial Services
Accounting and Tax Services (Optional)
- 25 transactions per month – USD 800.00 p.a.*
- 75 transactions per month – USD 2,000.00 p.a.*
- 150 transactions per month – USD 4,000.00 p.a.*
- Above 150 transactions per month – Request Quote
Accounting and Tax Services include:
- Annual Accounts and Return Preparation
- Annual Return Filling
- Corporate Tax Filings
*Estimated costs. Price may vary according to the type of transactions, reporting frequency, account complexity, etc
Temporary Residency Permit – USD 3,100.00 (Optional)
To apply for TRP (Temporary Residency Permit, which can be extended and eventually used to obtain a permanent residency):
- You must register your business in Georgia and become shareholder or director in Georgian Company (this process takes just 2 business days);
- You send us a filled informational Company Incorporation Form and scanned copy of the passport of shareholder(s) and director(s) by e-mail;
- We draft necessary documents before your arrival to Georgia;
- You inform us about the day of your arrival to Georgia to arrange a date and time of meeting at our office;
- Once you visit Georgia we submit documents in the commercial register. The company will be registered next business day after submission;
- Please note: In case you wish to register the company remotely, we can register the company on the basis of Power of Attorney issued by you. Power of Attorney should be Notarized and Apostilled (or Legalized). In such cases, the overall process takes up to 25 days. In case the shareholder of Georgian company is/are individual/s there are no additional fees. Fees will be the same for personal visits and for remote incorporation. But in case the shareholder of the Georgian company is a foreign legal entity, then the costs of Notarization and translation of the full set of corporate documents should be paid by you (USD 15 per page). No other fees apply.
- You must open your personal bank account in Georgia and deposit a minimum of USD 2,500 USD in your personal bank account and get a bank account statement. This money can be used after the residency application is submitted.
- We prepare all necessary documents;
- We submit the residency application;
- The whole process (submitting application, getting approval on residency and collection of TR Card) takes 45 calendar days. In case of need, you can leave Georgia after submitting the application and return back after getting approval on residency. After you get the Georgian Residence Card, your spouse and children are also eligible for TRP.
- TRP of Georgia is issued from 6 months up to 6 years. Usually, for the first time, it is issued for a period of 6 months to 1 year. We will assist you with the renewals
Click here to incorporate your Georgia LLC.