The Voting Model and Its Lawful Wrapper
In designing the voting model of a governance token, the key question is not technical but legal: who will hold the competence to take decisions and in which form. In Georgian practice the workable route for a decentralized autonomous organization is often the legal wrapper of a limited liability company: an entrepreneur entity whose capital is divided into shares and whose partners' liability for the entity's obligations is limited; the company answers to the creditor with all its property and is not liable for the partners' obligations (Article 123).
The construction of capital divided into shares works as a natural analogue of token-based voting: just as a share determines a partner's position in the company, a governance token determines a participant's position in the decision process. The task of design is to make the token-expressed vote legally recognized as well — and this is settled precisely in the rules of competence of the company's organs.
The General Meeting as the Voting Forum
The general meeting of a limited liability company is the principal forum for partners' decisions. The governing organ — or, where the charter so provides, the supervisory board — convenes the general meeting at least once a year, save for decisions taken without holding a meeting; the meeting reviewing the annual results is convened within 6 months of the preparation of the annual balance, unless the charter sets a shorter term (Article 127, parts 1 and 2).
The convocation rules also echo the communication model of token holders: the meeting is held no earlier than 14 days after publication of the notice and dispatch of the invitations, and the place and time of the meeting must not unjustifiably restrict a partner's right to participate; the invitation must contain the agenda, and a partner has the right to demand clarifications on each agenda item and to submit a request — a request submitted in writing at least 3 days before the meeting must be satisfied or introduced into the agenda (Article 127, parts 3–5).
Decisions Without Holding a Meeting
Especially significant for governance token design is the institute of decision-making without holding a meeting, which operates as the legal analogue of on-chain voting. Where the charter so provides, convening a general meeting is not necessary for partners to take a decision: the organ sends the agenda and the draft decision to the partners at their registered addresses, or, where the charter provides, electronically (Article 129, part 1).
The dispatch must contain the deadline within which the partners must communicate their position in writing — where the deadline is not determined by the charter or the draft, it is 15 days counted from the partner's receipt of the draft — together with all information and documents necessary for the decision. If a partner does not communicate written consent within the deadline, the partner is deemed not to agree with the draft; the majority is calculated from the total number of votes of all partners. The decision is signed by the organ, and copies indicating the date are sent to the partners no later than 5 days after adoption (Article 129, parts 1, 3, 4 and 5).
The Practical Order of Design
The first step is defining the correspondence of shares and tokens: who is a partner in the legal sense and how token ownership connects to the voting right. The second is building the voting calendar: the annual meeting, its 6-month deadline and the 14-day convocation interval must be reflected in the documents. The third is coding the procedure of decision without a meeting: the 15-day response deadline, silence counted as disagreement and the calculation of votes from the full pool — these parameters turn on-chain voting into a legal derivative. We also align the protocol calendar with the legal calendar: even a few days of divergence create a risk of challenge to adopted decisions.
The fourth step is preserving the mechanism of clarification and initiative: the partner's right to demand clarifications and to introduce an item into the agenda 3 days before the meeting is the guarantee of token holders' participation, which the design must reflect at the protocol level as well.
Frequently Asked Questions
How does a token fit the limited liability company?
Through the model of capital divided into shares: the partners' liability for the company's obligations is limited, the company answers to creditors with its own property and is not liable for the partners' obligations (Article 123).
How often is the general meeting held?
At least once a year; the annual-results meeting is convened within 6 months of the balance. In other cases decisions may be taken without holding a meeting (Articles 127–129).
How does voting without a meeting work?
In writing or electronically: the organ sends the agenda and draft decision, the partner responds within the deadline — by default 15 days — silence counts as disagreement, and votes are calculated from all partners (Article 129).
What right does a partner have over the agenda?
To demand clarifications on each item and to submit a request; a written request submitted 3 days before the meeting must be satisfied or added to the agenda (Article 127).
How We Help on Legal.ge
The Legal.ge team builds the voting model of a governance token inside its legal wrapper: designing the correspondence of shares and tokens, charter amendments, coding the procedures of meetings and meeting-free voting, and documenting decisions. We see where the protocol and the law echo each other, and fix the mismatches before they turn into disputes. Contact us to discuss your organization's model.