About This Service
The structure of a membership-based organization follows the rules established by the Civil Code and is measured by three questions: from the concept of a legal person to the registration conditions of a non-commercial legal entity — and knowledge of these rules translates directly into practice. This page explains the concept and types of legal persons (Article 24), the registration conditions of a non-commercial entity (Article 29), the rules of management and representation (Article 35) and the nature of an unregistered association (Article 39). Choosing a membership-based form means that the life of the organization is measured together with its members: the rules of admission and expulsion must be written into the documents, otherwise the structure remains unregulated in practice. A well-built structure also shields the organization from internal disputes: when the membership rules, the competence of organs and the decision procedure are in writing, a conflict is resolved by the document rather than by the strength of each party.
The Concept and Types of Legal Persons
Under Article 24, a legal person is an organized formation created to achieve a defined purpose, possessing its own property, answering independently with that property, acquiring rights and obligations in its own name, entering into transactions and capable of appearing in court as plaintiff and defendant. A legal person may be corporately organized, membership-based, dependent on or independent of the status of its members, and may or may not pursue entrepreneurship. Public-law legal persons, and the state and municipalities, participate in civil circulation just like private-law persons; an entity with an entrepreneurial purpose is created under the Law on Entrepreneurs, while a non-commercial one is registered in the manner established by the Code.
Registration Conditions
Article 29 provides that on an application to register a non-commercial legal person, the interested person submits to the registering organ a partners' agreement and an application containing the mandatory data established by law. The founding documents must additionally state: the purpose of the organization's activity; the rules of admission to membership, withdrawal and expulsion — where the entity is membership-based; the organ deciding on reorganization or liquidation, with the manner and procedure of the decision; and the manner of election and the term of office of the managing organ. Upon registration, an electronic address of the organization is created within the unified electronic portal, to which the general rules of communication apply. This list of requirements is precisely the frame through which the state checks whether the founders understand the arrangement of their own organization: without a purpose, membership rules, organs and terms, registration does not operate, and filling the gaps შემდგომ becomes harder. Thoughtful drafting at the start saves far more effort than any შემდგომ amendment and gives the organization stability from its first day.
Management, Representation and the Unregistered Association
Article 35 governs the steering of the structure: a founder or member may entrust the sole conduct of affairs to one person and/or establish the joint management and/or representation of two or more persons. A management authority means making decisions in the organization's name within its scope, and a representative authority means appearing toward third parties; unless the registration documents provide otherwise, management authority implies representation as well. The organizational structure is regulated by the charter, which requires proper notarization. Article 39, in turn, concerns the unregistered association: the questions of its arrangement and structure are determined by the mutual agreement of its members, it is not a legal person, and the property acquired with members' fees constitutes its common property. This alternative serves informal cooperation, but its boundaries must also be understood: without legal personality the association cannot transact in its own name as a registered organization does, and its structure rests only on the strength of internal agreement.
Frequently Asked Questions
What must the founding documents contain?
The purpose, the membership rules — where the organization is membership-based — the organ for reorganization-liquidation and the manner of electing the managing organ (Article 29).
May more than two persons manage jointly?
Yes — both sole conduct by one person and the joint management or representation of two or more persons are possible (Article 35).
Does management imply representation?
Unless the registration documents provide otherwise — yes (Article 35).
Is an unregistered association a legal person?
No — its structure is governed by the members' agreement, and property acquired with fees is common property (Article 39).
Why does the charter need notarization?
Because the organizational structure is regulated by the charter and the law requires its proper notarization — a public guarantee of the structure's reliability (Article 35).
How We Help on Legal.ge
We will draft the charter and founding documents so that the membership rules, the competence of organs and the management-representation model are described precisely; explain the notarization requirement and the registration stages. Contact us and build the organization on a solid foundation, with membership rules, competences and management aligned in one charter.