---
title: "Board Formation & Composition"
url: "https://legal.ge/en/service/corporate-and-commercial-law-en/board-formation-composition-en"
field: "Corporate & Commercial Law"
description: "Supervisory boards under the Georgian Law on Entrepreneurs: at least 3 members, terms up to 3 years, delegated members capped at 1/3. Legal.ge."
reviewed: "2026-06-27"
updated: "2026-10-15"
publisher: "legal.ge"
---

# Board Formation & Composition

> Source: legal.ge, https://legal.ge/en/service/corporate-and-commercial-law-en/board-formation-composition-en

## Purpose and Grounds for Creating a Supervisory Board

A supervisory (board of directors) body exists in a Georgian entrepreneur entity to exercise control over the activity of its governing organ or persons. Under the Georgian Law on Entrepreneurs, an entity may have a supervisory board in the cases provided by law or by its charter, while in the case defined by law — for state-owned enterprises operating critical infrastructure — the creation of the board is mandatory (Article 46, parts 1 and 7). The board controls the activity of the governing organ, yet the functions of the governing organ may not be transferred to it, except in a case provided by law (part 2).

For a limited liability company the rule is explicit: an LLC creates a supervisory board where the law or the charter provides for its existence (Article 125, part 1). The rules governing the supervisory board of a joint-stock company apply to such a board correspondingly, unless the charter provides otherwise (part 2). A board meeting is decisive if a majority of the members attend, and the board takes decisions by a majority of votes unless the charter requires a greater number (Article 46, part 3).

The full text is available on legal.ge after signing in: https://legal.ge/en/service/corporate-and-commercial-law-en/board-formation-composition-en

### When must a supervisory board be created?

In cases defined by law, including state-owned transmission system operators. Otherwise an entity may have a board where the law or the charter provides for one.

### What is the minimum board size?

At least 3 members for a joint-stock company; the charter may set a maximum. Delegated members may not exceed one third of the board.

### For what term are members elected?

For not more than 3 years, with the mandate automatically extended until the general meeting elects new members. Re-election for a new term is allowed.

### Who chairs the board?

The board elects a chairperson and a deputy from among its members by majority vote; if votes tie, the oldest candidate prevails unless the charter provides otherwise.