The Georgian Form of an International Organization: the Legal Basis
Bringing a foreign non-governmental organization into Georgia requires the precise application of the rules of the Civil Code on non-entrepreneurial legal persons. Under Article 24 of the Code, a legal person is an organized formation created to achieve a defined purpose, possessing its own property, independently liable with that property, and acquiring rights and obligations in its own name. A legal person may be based on membership or be independent of it, and may or may not pursue entrepreneurship; its purpose also determines the path of its registration: a legal person whose purpose is non-entrepreneurial activity must be registered in the manner established by this Code.
For an international organization this means that the non-entrepreneurial character of its activity in Georgia is a precondition: where the activity contains elements of entrepreneurship, a different regulation applies, while purely non-entrepreneurial activity falls within the regime of precisely this Code.
Registration of a Branch or Representation
Article 28 of the Code establishes that the registration of a non-entrepreneurial legal person, including a branch (representation) of a foreign non-entrepreneurial legal person, is carried out in the unified registry of entrepreneurs and non-entrepreneurial legal persons. The registry is maintained by the National Agency of the Public Registry — a public-law legal person within the governance of the Ministry of Justice of Georgia — which acts as the registering body in this process.
The registration procedure rests on one further norm: it is carried out under the Civil Code and under the procedure established by Georgian legislation for the registration of a branch (representation) of a foreign entrepreneurial legal person. Accordingly, the Georgian branch of a foreign organization passes registration within the same administrative infrastructure as local non-entrepreneurial persons.
Rules on the Name
Article 27 of the Code defines the name of a non-entrepreneurial legal person. The name must indicate its non-entrepreneurial affiliation; it may not use graphic symbols without a phonetic or verbal equivalent in linguistic norms, nor designations characteristic of other legal forms; it must not contain an addition capable of misleading a third person, and it may not coincide with the name of an already registered non-entrepreneurial legal person.
A violation of the name rules has a two-sided consequence: where a person wrongfully uses the name of another legal person, it must, upon the demand of an authorized person, discontinue such use and compensate the damage caused. For an international organization this means that the name of the Georgian branch must be checked in advance against the existing registry.