What Pre-Seed Documentation Covers
At the pre-seed stage a startup becomes a legal entity, which means preparing a founding agreement, having signatures certified and drawing up a charter. This process is governed by the Law on Entrepreneurial Societies, primarily its Articles 4, 5, 6 and 19. Our service covers the complete documentary package: we determine which legal form fits your project, prepare the agreement and the charter, and guide you through signature certification. Documentation that is right from the start provides a reliable foundation all the way to the first investment round.
The Form of the Founding Agreement and Signature Certification
Under Article 4 of the Law, a founding agreement is necessary to establish an entrepreneurial society. It is made in written form and is signed by all founding partners of the society. The signature is certified by a notary, but this is not mandatory if the signature has been certified, under the established procedure, by the National Agency of the Public Registry or by another administrative organ or person authorised by the registering organ, or if the signature has been executed in accordance with the Georgian law on electronic documents and trusted electronic services.
At the same time, a power of representation requires notarial certification or a signature executed in accordance with that law. This means that where another person acts on behalf of a founder, the formalisation of that person's authority deserves particular attention. We check in advance that every signature meets the formal requirements, so that the documents pass the registration stage without rejection.
What the Agreement and the Charter Must Contain
Article 5 of the Law defines the mandatory data of the founding agreement: the firm name of the society, its legal address, the identification data of every partner, information about the person authorised to manage and represent the society and, where applicable, data on the supervisory board, the general commercial representative or the manager of a share. For a limited liability society, the partners' proportional participation in the capital must be expressed in percentages whose sum must equal one hundred percent, and for a joint stock society detailed capital related data are required.
The minimum content of the charter is regulated by Article 6 of the Law: the legal form of the society, the subject of its activity, which may be either general entrepreneurial activity or a specific subject, any restriction agreed between the partners concerning ownership of shares, and information on the existence of a partner agreement. If the founders have not drafted their own charter, the standard charter is considered part of the founding agreement. Standard charters for each legal form are approved by the Minister of Justice.
The Single Member Society at the Pre-Seed Stage
It is common for a startup to have a single founder. Article 19 of the Law allows this: a limited liability society or a joint stock society may be founded by one person. Moreover, if after registration all shares pass into the ownership of a single partner, the society becomes a single member society. In the case of a limited liability society this information and the identification data of the partner are reflected in the registry, and in the case of a joint stock society they must be publicly available under the procedure established by the law.
In practical terms this matters when the first investor enters: the structure of decision making and the mechanism for the admission of a new partner in a single member society must be provided for in the documents in advance. We guide these decisions so that the right framework is prepared for future rounds.
Frequently Asked Questions
Must every founder sign the agreement?
Yes. Under the Law the founding agreement is signed by all founding partners of the entrepreneurial society. Where the society is founded by one person, the same rule applies accordingly to the sole founder.
Is an electronic signature acceptable?
Yes. Notarial certification is not mandatory if the signature is executed in accordance with the law on electronic documents and trusted electronic services, or is certified by the National Agency of the Public Registry or a person authorised by it.
What is a standard charter?
It is a charter approved by the Minister of Justice for each legal form of entrepreneurial society. If the founders have no charter of their own, the standard charter is considered part of the founding agreement.
Can a startup be founded by one person?
Yes. Both a limited liability society and a joint stock society may be founded by one person, and a society also becomes a single member society when all shares pass to a single partner after registration.
How We Help on Legal.ge
The Legal.ge team prepares the complete pre-seed documentation package: the founding agreement, the charter and a signature certification scheme matched to the composition of your partners. We advise on the choice of legal form, record shares and governance rules, and take future investment rounds into account. Contact us — we will prepare documents that place your project on a fully lawful foundation from day one.