The Framework of an NPLE Charter
Drafting the charter of a non-commercial legal person in Georgia is defined by four norms: the mandatory content of the registration documentation (Article 29), the rules on the name (Article 27), the registration of changes (Article 31), and the ordering of governance and representation (Article 35). A good charter fits precisely within these four contours: it satisfies the registration requirements, respects the name rules, is prepared for changes, and distributes the authorities clearly.
The Content of the Founding Documentation — Article 29
Article 29 provides that for registration the registering organ is presented with a partners' agreement and an application, and the founding documentation must indicate: the purpose of the organization's activity; the rules of admission, withdrawal and expulsion of members, where the person is membership-based; the organ empowered to decide on reorganization or liquidation, with the decision-making procedure; and the manner of creating the governing organ and the term of its authority. Together with registration, the organization's electronic address is created on the unified portal, and an electronic notice sent to the registered contacts is deemed delivered. These details must be provided for in the text of the charter itself, for it is precisely they that become the public data of the registry. In drafting, the formulation of the purpose receives particular attention: the purpose should be written so as neither to exclude the real spectrum of activity nor to become a problem in the assessment of entrepreneurial drift — a general and vague formulation gives no flexibility; on the contrary, it demands separate interpretation in every disputed moment. It should also be noted that violations of the name rules are prevented at the registration stage itself — the cheapest stage at which to correct them.
The Name Rules — Article 27
The name is one of the most regulated elements of the charter: it must indicate affiliation with a non-commercial legal person; it may not use graphic symbols lacking a phonetic or verbal equivalent under linguistic norms; it may not contain an addition misleading third parties; and it may not coincide with the name of an already registered non-commercial person. In determining the name, the rules established for the firm name of an entrepreneur are additionally applied. The rules on compensation for damage caused by unlawful use of another's name are likewise in the law — which is why the selection of a name begins with a prior check. This stage of inquiry serves the interests of the brand and of the registration at once, for renaming after registration is costly — updating contracts, seals and banking details is a process of its own.