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.
Founding Documentation
Article 29 of the Code establishes the conditions of registration: the interested person submits to the registering body a partners' agreement and an application. The founding documentation must indicate, besides the mandatory data: the purpose of the activity of the non-entrepreneurial legal person; the procedure of admission to membership, withdrawal and expulsion, where it is based on membership; the name of the body taking the decision on reorganization or liquidation, the procedure of decision-making; and the procedure of creating (electing) the governing body and the term of its authority.
Together with the registration, the registering body creates, within the unified electronic portal, the electronic address of the person; the person may have a registered telephone number or e-mail address to which an electronic notice sent is deemed delivered. For the branch of an international organization these details are the legal basis of the direction of communications.
Particular attention is given to the international dimension: the branch enters the Georgian registration system, but its organizational link to the parent organization must be reflected in the founding documents so that local requirements and the organization's internal structure do not contradict each other. Preserving that consistency reduces the risk of subsequent amendments.
How to Plan the Establishment
Planning the establishment of a branch consists of three steps: first, the legal formulation of the purpose of the activity and the establishment of its non-entrepreneurial character; second, the selection of the name and its verification against the registry; third, the preparation of the founding documentation in full compliance with the Code's requirements. The precision of these steps makes the registration process transparent and prevents subsequent errors.
Frequently Asked Questions
Where is a branch of a foreign NGO registered?
In the registry of entrepreneurs and non-entrepreneurial legal persons, maintained by the National Agency of the Public Registry.
What must the founding documents contain?
The purpose of the activity, membership rules for membership-based persons, the body and procedure for reorganization/liquidation decisions, and the procedure and term for electing the governing body.
What should the name be like?
With an indication of non-entrepreneurial affiliation, without misleading additions, and different from a registered person's name.
Does registration create an electronic address?
Yes — within the unified portal; an electronic notice sent to the registered contact is deemed delivered.
What happens if another's name is used wrongfully?
Upon demand, the use is discontinued and the damage is compensated.
How We Help on Legal.ge
On Legal.ge you will find lawyers in non-profit law who will assist at every stage of registering the branch of a foreign organization: preparing the founding documents, verifying the name and dealing with the registry. Choose a specialist by experience and contact them directly on the platform.