The charter of a Non-Entrepreneurial (Non-Commercial) Legal Entity (NNLE) is the organization's primary constitutional document, serving as the basis for its registration in the Public Registry and subsequent operations. A high-quality charter is not just a formal requirement; it is a guidebook for management, decision-making, and crisis resolution. Alongside the charter, organizations often need to develop internal regulations (Bylaws) that govern day-to-day activities, employee codes of conduct, procurement procedures, and donor relations in greater detail. A poorly drafted charter can become a barrier to receiving grants, as donors carefully scrutinize the governance structure and conflict of interest mechanisms.
This service involves the preparation of individually tailored founding and internal document packages. Specialists ensure:
- Drafting a charter that is fully compliant with the "Civil Code of Georgia" and the "Law on Public Registry";
- Correct legal formulation of specific organizational goals (educational, charitable, human rights);
- Clear delineation of competencies for governing bodies (board, directorate, general assembly);
- Outlining liquidation and reorganization procedures;
- Developing internal bylaws: procurement policy, financial management rules, code of ethics;
- Analyzing existing charters and registering amendments (new versions).
Refining the charter and internal regulations is essential in specific situations. For example, an organization plans to apply for an EU grant, where the existence of gender equality policies and anti-corruption mechanisms in the charter or internal acts is a mandatory requirement. In another case, a dispute arises among founders regarding the director's authority — if the charter does not clearly specify the rules for electing and dismissing the director, the dispute can drag on for years. Also, when an organization starts commercial activities (e.g., a social enterprise), the charter must include relevant clauses regarding economic activities and the prohibition of profit distribution.
The legal framework relies on the "Civil Code of Georgia," which defines the mandatory requisites of an NNLE's founding document (name, goals, address, governing bodies). Also important are certain norms of the "Law on Entrepreneurs," applied by analogy in corporate governance matters. Due to donor requirements, it is often necessary to incorporate international best practices into corporate governance. The lawyer's role is to harmonize these legal requirements with the organization's actual needs.
The process begins with a client interview to determine the organization's structure and future plans. Based on this, the lawyer prepares the initial draft of the charter. After review and adjustments, the document is prepared for notarization (or signing at the Public Service Hall). In the case of internal bylaws, the lawyer prepares documents that are approved by the organization's board or director and do not require submission to the Public Registry. Engaging a specialist on Legal.ge guarantees that your charter will not be a "template" and lifeless document but will actually work for your organization's benefit.
Legal.ge gives you access to experienced lawyers who understand the specifics of the non-profit sector. Do not hinder your development with flawed documentation. Order the preparation of professional charters and internal regulations on Legal.ge and create a solid legal foundation for your activities.
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