About This Service
Corporate record keeping is a bundle of duties established by the Law on Entrepreneurial Societies: the publicity of the registry and publication (Article 13), accounting and audit (Article 56), storage of a liquidated society's documentation (Article 89), the share register (Article 162) and the minutes of the general meeting (Article 200). This page explains which data are public, within what terms and with what content the minutes are drawn up, who keeps the share register and how, and how long documentation survives liquidation.
Publicity of the Registry and Publication
Under Article 13, data registered in the registry are public: any person may examine them and receive an extract from the registering organ. The extract is issued within the term set by a Government resolution, after payment of a fee, and is prepared on the basis of the registry, public-law restrictions, tax pledges, and the registries of rights to movable and intangible property. Electronic copies of documents submitted during registration are available on the unified portal free of charge; publication means the placement of information or a document on the portal, and a registration request counts as the data subject's declaration of consent to the processing of personal data. Registered data and every change made in them must be published; the placed capital of a joint-stock company is published at least once a year, where that datum is in the registry. The person authorized to direct the entrepreneur is responsible for supplying the publishable data to the registry; administrative liability for failure is determined by legislation.
Accounting, Reporting and Audit
Article 56 governs financial discipline: accounting is kept, reporting is prepared and submitted, and audit is conducted in accordance with the Law on Accounting, Reporting and Audit. A public-interest entity that is a first- or second-category enterprise must annually ensure the audit of its own financial reporting. The participation of shareholders, the management body and supervisory board members in the conduct of the audit must not endanger the auditor's independence and objectivity. The entrepreneur's leading persons and the supervisory board members are jointly responsible for the preparation and submission of reporting — the quality of reporting is a shared corporate-governance responsibility.
The Share Register and the Minutes of the General Meeting
Article 162 governs the share register: where the number of shareholders is 50 or fewer, the joint-stock company may keep the register itself or through a licensed registrar of securities; where the number exceeds 50, the register must be kept through a licensed registrar. Ownership of a share is confirmed by an entry in the register — or, where the share is transferred into nominal holding, by the entry of the corresponding nominal holder; upon a shareholder's request an extract is issued from the register or from the nominal holder's record. Article 200 establishes the rules for minutes of the general meeting: the minutes are drawn up within 15 days of the end of the meeting and signed by the chair; where a notary attends, the notary too draws up and signs the minutes. The minutes record the firm name, the place and date, the total number of voting shares, the number of participating or represented shares, the form of the meeting and of voting, the decisions taken, and for each decision the distribution of votes; all documents confirming the convocation are attached.
Storage of Documentation After Liquidation
Article 89 governs the documentation of a liquidated entrepreneurial society: it must be kept for 6 years from its creation, and where the documentation covers a contract — for 6 years from the expiry of the contract. The safe place of storage is determined by the liquidators, and upon their disagreement by the court. Former partners and creditors may freely examine the documentation, subject to statutory restrictions. Record keeping thus continues after liquidation — holding documents on the assumption that the society no longer exists is not an option.
Frequently Asked Questions
Who may examine the registry?
Any person — registered data are public; an extract is issued within the set term after payment of a fee (Article 13).
When is audit mandatory?
For a public-interest entity that is a first- or second-category enterprise — the audit of financial reporting must be ensured annually (Article 56).
Who keeps the share register?
By shareholder count: with 50 or fewer — the company itself or through a registrar; with more than 50 — only through a licensed registrar (Article 162).
How long is documentation kept after liquidation?
For 6 years from creation, and for contracts — 6 years from their expiry; former partners and creditors may examine it freely (Article 89).
How We Help on Legal.ge
We will build a corporate record-keeping system — from controlling the publication of registry data to the proper drafting of general-meeting minutes; explain the rules for keeping the share register and verify the audit obligation; and plan documentation storage for the event of liquidation. Contact us and get a reliable documentation system.