About This Service
Registry filings are one of the central institutions of the Law on Entrepreneurial Societies: the registering organ maintains the registry of entrepreneurs and non-commercial legal entities, and every significant change in the life of a society must be reflected in that registry. This page rests on four articles of the law: Article 8 explains the duty of registration and the administration of the registry, Article 12 the registration of changes to registered data, Article 13 the publicity of the registry, and Article 18 the delivery of notices by the registering organ.
The Duty of Registration and the Registration of Changes
Registration of an entrepreneur is mandatory and covers both state and tax registration (Article 8). Information on the registration, amendment and cancellation of registry data is sent electronically to the Revenue Service. Article 12 governs changes to the data provided by law: they must be registered and, as the basic rule, are effected on the application of the person authorized to direct and represent the society, unless the charter or the submitted transaction provides otherwise. The law separately treats the disposal of a share and transfer by inheritance: the corresponding change may be effected upon the application of the disposing partner, the acquirer or the heir, and a change in a partner's proportional participation in the capital — upon the application of the relevant partner. In cases provided by the copyright law, an application for a change of the firm name may also be submitted by Sakpatenti.
A change to the charter is signed, unless the founding agreement establishes another rule, by the chair of the general meeting; where a notary attends, the notary too draws up the minutes. A transaction submitted to effect a change must be notarized in the manner established by law, and an application to amend the founding agreement must be accompanied by the consolidated text of the agreement together with the amendment — a flaw in the consolidated text is a circumstance impeding registration. From these rules it follows that every filing must be prepared in the prescribed form and with complete documents.
The Publicity of the Registry
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 determined by a Government resolution, after payment of a fee; it is prepared on the basis of the registry and other restriction registries and reflects the state in force at the moment of its preparation. Electronic copies of documents submitted at registration are available to everyone on the unified portal. This transparency of the registry is a source of reliability for the society's partners and counterparties: a third party obtains information about the society precisely from the registry and assesses the risk of cooperation on that basis.
The Delivery of Notices
Article 18 establishes how a notice of the registering organ is deemed delivered: upon familiarization by the entrepreneur, upon delivery at the legal address, or on the 15th day from its placement at the electronic address — unless earlier familiarization by the addressee is confirmed. The electronic address is the entrepreneur's authorized user page within the unified electronic portal, which means that tracking notices uploaded to the portal is the entrepreneur's own interest: the running of terms does not pause until actual reading. This rule of communication also drives the process of registering changes: the actions of the person directing and representing, and the receipt of notices, are governed by one and the same system. A separate rule concerns the preliminary registration of ownership of a share: it is effected under the procedure established by the Law on the Public Registry for the preliminary registration of a right in immovable property; and where the acquirer of a share, together with the registration of ownership, has also requested a change related to a matter on which that person, as owner of the share, could decide, a decision taken by the authorized person after registration as owner is deemed accepted by that person.
Frequently Asked Questions
On whose application is a change registered?
As the basic rule — on the application of the person authorized to direct and represent; on disposal of a share — of the disposing partner or acquirer, and on inheritance — of the heir (Article 12).
Who signs a change to the charter?
The chair of the general meeting, unless the founding agreement provides otherwise; where a notary attends the meeting, the notary too draws up and signs the minutes (Article 12).
May everyone examine the registry?
Yes — registered data are public, and an extract is issued within the set term after payment of a fee (Article 13).
When is a notice deemed delivered?
Upon familiarization, upon delivery at the legal address, or on the 15th day from placement at the electronic address, unless earlier familiarization is confirmed (Article 18).
How We Help on Legal.ge
We will prepare the complete package for a registry change — from the application to the notarized transaction and the consolidated text; explain who bears the filing duty in each case and keep the deadlines in the exchange of notices. Contact us and keep the registry reflecting your society without error, with every filing passing on the first attempt instead of bouncing back over form or an incomplete set.