Business Migration under Georgian Law
Business migration — moving a company's registration abroad or into Georgia — is regulated through the re-domiciliation institute of the Entrepreneurs Law. The law's scope itself defines the frame in which this institute lives: the law regulates the legal forms of entrepreneurs and the procedures of formation and registration, and where an issue is regulated differently by another act, that act applies. The page is carried by the Georgian re-domiciliation machinery, not by foreign residence-programme models, which are non-Georgian law.
Re-Domiciliation — with Continuity
The registration of an entrepreneur registered in a foreign country may be transferred to Georgia without violating the continuity of the entrepreneur's activity — this is the core of the institute: the company changes its home jurisdiction but does not cease to exist. On transfer, the entrepreneur may be registered only under a legal form provided by Georgian legislation. An entrepreneur registered in Georgia also has the right to transfer its registration to a foreign country without breaking continuity, provided an international treaty does not prohibit such transfer, no court dispute, insolvency proceedings or criminal case is pending against it in Georgia, and it has no tax arrears to the Georgian tax authorities. The transfer of a foreign entrepreneur's registration into Georgia is equivalent to reorganization, and the reorganization norms apply to it accordingly; the procedure and conditions of transfer in both directions are defined by an instruction — an administrative act regulating the list of documents, the rules of authentication and the registration actions, so that a failure to satisfy the instruction's conditions blocks the transfer.
Registration and Publicity
Registration of an entrepreneur is mandatory and covers both state and tax registration; the entrepreneur is deemed created from the moment of registration in the registry. Data registered in the registry are public: any person may examine them and receive an extract; electronic copies of registration documents are freely available on the unified portal. To be published are the registry data and every change, and the placed capital of a joint-stock company at least once a year. The extract is prepared on the basis of the registry, public-law restrictions, tax pledge and other registers, and reflects the data in force at the moment of preparation; the registering body's decision enters into force upon placement on the unified electronic portal. For migration planning this means: the entire public trail of the transferring company moves into the Georgian registry, giving third persons an instrument of reliance.
The Branch as an Alternative
The alternative to full re-domiciliation is the branch: a foreign-registered entrepreneur establishes a branch in Georgia, which is not a legal person. The application for registration of the branch contains the entrepreneur's firm name, legal address, principal place of activity, legal form and governing country, the registering body and number, as well as the branch's name, address, the head's identification data and the scope of representative authority. The application is accompanied by an authenticated registration document, founding documents and charter, the governing body's decision on establishing the branch and the consent of the person to be appointed. The head of the branch must notify the registering body of any change in the registration data, of the branch's closure, of the company's dissolution and liquidation proceedings, of insolvency proceedings and of the cancellation of registration; where applicable, the branch must publish or place the enterprise's financial statements on its website. The branch does not change the continuity of the enterprise — it is merely the foreign company's extended arm in Georgia, and it ceases with the cessation of the entrepreneur.
Transfer has two directions. On transfer into Georgia from a foreign country, the entrepreneur registers in a legal form provided by Georgian legislation, and the transfer is the equivalent of reorganization — the norms on reorganization of an entrepreneurial society apply to it, with account taken of their content. On transfer out of Georgia the law assembles three conditions: the transfer must not be prohibited by an international treaty with that country; no court dispute, insolvency proceedings or criminal case may be pending against the entrepreneur in Georgia; and at the time of transfer the entrepreneur must have no tax liabilities to the Georgian tax authorities. The procedure and conditions of transfer in and out are defined by instruction — the procedural details are thus read from a single document, and that document is the reference point when drawing up the plan.
Frequently Asked Questions
Below we summarise the questions that arise most often in practice on this topic.
May a foreign company be transferred into Georgia?
Yes — without breaking the continuity of activity and under a Georgian legal form; the transfer is equivalent to reorganization.
What conditions apply to transferring out of Georgia?
No treaty prohibition, no pending court dispute, insolvency or criminal case, and no tax arrears.
What is the difference between a branch and re-domiciliation?
A branch is not a legal person and is registered as such; re-domiciliation moves the company itself, with continuity.
How public is the transferred company's data?
Fully — registry data are public, extracts are issued, and copies of documents are freely available on the portal.
What conditions does transfer out require?
Three: no treaty prohibition; no pending court dispute, insolvency or criminal proceedings; and no tax liabilities to the Georgian tax authorities.
How We Help on Legal.ge
Our team will help you choose the form of migration — re-domiciliation or branch — audit the conditions in advance, prepare and authenticate the documentation and run the registration process. Contact us on Legal.ge — we will move your business in with continuity and full compliance.