The Charter in the Legal System of Entrepreneurs
The charter is the centre of the founding documentation of an entrepreneurial society and is regulated by the Georgian law on entrepreneurial societies. To establish a society, a founding agreement is required: it is made in written form and signed by all founding partners; the signature is certified notarially, unless it has been certified in the established manner by the National Agency of the Public Registry or another person authorized by the agency, or executed in accordance with the law on electronic documents and trusted electronic services. A power of representation requires notarial certification or execution of the signature under that electronic law.
The practical significance is that a breach of form at establishment or amendment becomes an obstacle to registration: at best it costs time, at worst it raises the question of the binding force of the transaction. This is why a charter project should be built around the requirements of the law from the very beginning.
The Mandatory Content of the Charter
The charter of an entrepreneurial society of any legal form must contain at minimum: the legal form of the society; the object of its activity, which may be indicated as general entrepreneurial activity or a specific object; an agreed restriction among the partners relating to the right of ownership of a share, where such agreement exists; and information on the existence of a partners' agreement, if such an agreement exists. This minimum list is mandatory, although in practice a charter often contains more — governance bodies, voting rules, conditions for the transfer of shares.
The law also recognizes standard charters, approved by the Minister of Justice by legal forms. An important guarantee is that a change or cancellation of a standard charter does not require an amendment to the charter of a society that used the standard charter in force at the moment of registration — except where the reason for the change is an amendment of the law obliging the society to bring the charter into conformity with imperative requirements.