Legal services in Georgia
Corporate law and company governance in Georgia
How to structure a company, document shareholder decisions and control corporate risks before they become disputes.
This is an overview of common legal questions and risks. The precise engagement, representation and fee depend on the facts, conflict checks and documents. No legal outcome is guaranteed.
1. Company formation and control
A practical company structure starts with more than registration. Identify the beneficial ownership and governance requirements applicable to the entity, determine representation powers and record which decisions require shareholder consent. A charter and shareholder arrangement should be consistent rather than contradictory.
2. Directors and transaction approvals
Before significant borrowing, asset transfers or related-party dealings, confirm who may sign and which internal approvals are required. Record conflicts of interest and decision-making evidence. The enforceability of internal restrictions against outsiders requires separate assessment.
3. Shareholder exit and financing
Address deadlocks, minority information rights, transfer restrictions, valuation and exit procedures in advance. Funding documents should distinguish a loan from equity contributions and identify security interests accurately.
4. Useful preparation
Prepare the current registry extract, charter, shareholder list, management orders, significant agreements and a short decision chronology. Counsel can then scope what must be checked rather than promising a universal outcome.
5. Corporate advice for company decisions in Tbilisi
A corporate lawyer in Tbilisi should first determine who may act on behalf of the company and which decisions require shareholder approval. For an investment, loan or significant asset transfer, review the current registry extract, charter, appointment and representation documents, any internal approval requirements and possible conflicts of interest. The legal review should distinguish the company’s obligations from possible individual responsibility; these are not interchangeable. The resulting advice may identify documents that need updating before a transaction is signed, rather than treating registration alone as proof that the proposed arrangement is safe.
Documents to prepare
- Public Registry extract
- Charter and shareholder resolutions
- Powers of attorney and director mandates
- Shareholder or investment agreements
- Material financing and security documents
Common questions
Are a director’s powers unlimited if the company is registered?
No. Review the applicable law, representation record, corporate governance arrangements and the nature of the proposed transaction.
Is registration the same as corporate compliance?
No. The entity may have continuing governance, reporting, tax and sector-specific duties.
Related practical guides
Relevant court practice
Official legislative source
Legislative Herald of Georgia — current lawConsult the consolidated current text and check subsequent amendments.
Preparing for a consultation
Summarise your objective, key facts, important dates and desired result. Do not send confidential documents through an unsecured public form.
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