Why the Choice of Business Form Matters for a Gambling Operator
Entering the gambling business begins not with the permit application but with the creation of the entity that will hold that permit. The Law of Georgia on Entrepreneurs establishes the rules under which an entrepreneurial society operates — from founding documentation through registration to the contribution and the placed capital. It is this law that determines in what form a legal person comes into being, who effects its registration, and what the amount contributed by the partners into the society means.
Permit requirements, fees and the tax profile of the activity are established by separate laws, yet all of these layers attach to the figure of the entrepreneur: the permit holder, the fee payer and the taxpayer are one and the same registered entity. Therefore, when a gambling group plans its structure, the first question remains which entrepreneurial form best reflects the plan of ownership, management and contribution of capital. Below we discuss the norms of the law that give this choice its legal foundation.
The Founding Agreement and Its Form
Under the fourth article of the law, a founding agreement is necessary to establish an entrepreneurial society. It is concluded in written form and is signed by every founding partner of the society. The signature is attested in notarial form; however, notarial attestation is not mandatory if the signature has been attested, under the established procedure, by the National Agency of the Public Registry — that is, the registering organ — or by another administrative organ or other person authorized by the registering organ, or if the signature has been executed in accordance with the Law of Georgia on Electronic Document and Electronic Trusted Service.
Special attention is devoted to representative authority: where a founder acts through a representative, the authority of that representative requires notarial attestation or the execution of the signature as a qualified electronic form. For a gambling operator this is practical in that the documents evidencing the powers of persons delegated by a foreign group must be prepared in advance and without formal defects.
Entrepreneur Registration: Obligation, Organ and Effect
Under the eighth article of the law, the registration of an entrepreneur is mandatory and covers both state registration and tax registration. Registration is effected by the registering organ. Information on the data held in the registry of entrepreneurs and non-entrepreneurial legal persons is sent electronically by the registering organ to the Revenue Service — the state and tax layers of registration are thus automatically interconnected.
What must be registered in the registry is the partner or founder of a society of solidarity responsibility, a complementary society and a limited liability society. Responsibility for the authenticity of the data and documents submitted to the registering organ lies with the organ recognized by the law or by the founding agreement as authorized to create those data; the registering organ is responsible only for the correspondence and security of the registered data and the documents held by it. The procedure for maintaining the registry and the conditions of registration are determined by the Law on the Public Registry, by the Instruction and by other normative acts. An entrepreneur is deemed created from the moment of registration in the registry, and the decision on registration enters into force as soon as it is placed on the unified electronic portal of the registering organ.