Corporate Record Keeping

Corporate record keeping is a fundamental part of company management, often overlooked by small and medium-sized businesses, yet critically important for a company's legitimacy and legal security. Under the new "Law on Entrepreneurs" in Georgia, corporate governance standards have tightened, and companies are required not only to maintain correct data registered in the Public Registry but also to keep orderly internal corporate documentation. Corporate records are not just a bureaucratic formality; they are the company's "history," confirming that decisions were made in accordance with the law and the charter. Lack of proper documentation can lead to serious problems during tax audits, litigation, external audits, or when raising investment. Corporate secretaries and lawyers represented on the Legal.ge platform will help you organize this process so that your business is transparent and protected.

What Does Corporate Record Keeping Service Cover?

Corporate record keeping involves a wide range of documents reflecting the activities of the company's governing bodies. Specialists on Legal.ge offer the following services:

• Minutes of Partners'/Shareholders' Meetings: Any significant decision (appointment of a director, dividend distribution, charter amendment) must be formalized in minutes, specifying attendees, agenda, and voting results.
• Supervisory Board Minutes: If the company has a Supervisory Board, keeping minutes of its meetings is mandatory to legitimize the board's decisions.
• Drafting Resolutions: Preparing Written Resolutions when a meeting is not held physically and partners agree on issues remotely.
• Share Register Maintenance: Keeping an updated register of shareholders or partners, which is particularly important for Joint Stock Companies (JSCs) and LLCs with frequent share transfers.
• Conflict of Interest Declaration: Recording and documenting instances of conflict of interest by directors and managing persons, a key requirement of the "Law on Entrepreneurs."

Real-World Scenarios When You Need This Service

Organizing corporate records is essential in many practical situations:

• Due Diligence: When an investor enters or the company is sold, the buyer first requests minutes of meetings from previous years. If these documents do not exist, the deal may fail, or the company's valuation may drop.
• Partner Disputes: When there is a disagreement between partners (e.g., regarding dividend distribution), the court relies on meeting minutes. If a decision is not documented in writing, it is difficult to prove.
• Tax Audit: The Revenue Service may request documentary justification for certain transactions (e.g., bonus issuance, taking a loan), which must be backed by a decision of partners or directors.
• Banking Relations: When taking a loan or executing a large transaction, the bank requires minutes of consent from the authorized body (meeting or board).

Georgian Legal Framework and Regulations

In Georgia, corporate record keeping is regulated by the Law of Georgia on Entrepreneurs. The law clearly states that the governing bodies of LLCs and JSCs must keep minutes of meetings and preserve them for the duration of the company's existence (and for a certain period after liquidation). Under the new legislation, the liability of managing persons has increased in cases of absence or improper maintenance of documentation. Also important are the Civil Code of Georgia, which regulates representative powers, and the Law on Accounting, Reporting and Auditing, which obliges companies to ensure transparency of certain information. Proper corporate record keeping ensures adherence to the "Business Judgment Rule," protecting directors from personal liability.

Service Process

The corporate record keeping service on Legal.ge includes the following stages:

1. Audit of Current State: The specialist reviews the company's existing documentation and identifies gaps (e.g., missing minutes, unsigned resolutions).
2. System Implementation: Templates and procedures are created for future document flow.
3. Ongoing Support: Before every meeting or decision, the lawyer prepares the agenda, attends the meeting (if necessary), and drafts minutes in compliance with legal requirements.
4. Archiving and Storage: Systematization of documents (electronically or physically) so they are constantly accessible to authorized persons.

Why Choose Legal.ge?

Legal.ge gives you access to qualified corporate lawyers who understand the importance of documentation for business sustainability. Our specialists are detail-oriented and well-versed in the latest requirements of the "Law on Entrepreneurs." With their help, you will avoid bureaucratic chaos and ensure that your company's corporate history is in perfect order.