The Legal Form of a Non-Governmental Organization
A non-governmental organization in Georgia is most often registered in the form of a non-entrepreneurial (non-commercial) legal entity. Under article 24 of the Civil Code, a legal entity is an organized formation created to achieve a defined purpose, possessing its own property, independently liable with that property and acquiring rights and duties in its own name. The Code directly distinguishes two routes: a legal entity with a commercial purpose must be created under the Law on Entrepreneurs, while a legal entity whose purpose is non-commercial activity is registered in the manner established by the Civil Code. It is on this second route that an NGO stands, and the precision of the form determines the entire subsequent legal regime — from reporting to the ability to receive grants and to defend interests in court. The Code also describes the possible internal arrangements of a legal entity: it may be corporatively organized, based on membership, dependent on or independent of the status of its members, so the founders have a broad choice of the organization's architecture.
The Registering Organ and the Conditions of Registration
Under article 28 of the Code, the registration of a non-entrepreneurial legal entity, as well as of a branch (representative office) of a foreign non-entrepreneurial legal entity, is effected in the register of entrepreneurs and non-entrepreneurial legal entities, which is maintained by the National Agency of the Public Registry, a public-law legal entity operating under the Ministry of Justice of Georgia. Article 29 establishes the conditions of registration: the interested person submits a partners' agreement and an application containing the mandatory data required for the registration of an entrepreneurial legal entity. The founding documentation must indicate the purpose of the organization's activity, the rules of admission to membership, exit and expulsion where the entity is membership-based, the organ taking decisions on reorganization or liquidation and the procedure, and the manner of election of the governing organ and the term of its authority. Together with the registration, the Agency also creates an electronic address for the organization within the unified electronic portal, and the organization may register a telephone number or an e-mail address for electronic notifications, the sending of which is deemed delivery to the relevant person. Setting these channels up correctly saves time in today's digital registration environment.
Registration of Changes
Article 31 of the Code regulates the registration of changes: the basis for a change of registered data is a decision of an authorized person or organ, taken in the due manner and certified, or a transaction composed by authorized persons in the manner established by the legislation. Changes that entail changes in the registration documentation require registration, and a change is considered effected only from the moment of its registration in the register. This means that a decision adopted in the internal life of the organization — a change of purpose, an update of the head, an amendment of the charter text — has legal force vis-a-vis the outside world only through the register. The best practice is therefore to register changes without delay: postponement becomes problematic in the conclusion of contracts and in court disputes.
Decisions and the Suspension of Proceedings
Under article 32, the registering organ takes decisions within its competence in the manner provided for by the laws on the Public Registry and on Entrepreneurs. The dissolution of a non-entrepreneurial legal entity takes place under the general rules of the Law on Entrepreneurs, while the dissolution procedure of an organization founded by the state or a municipality is approved by the Minister of Economy and Sustainable Development of Georgia. Particularly important are the grounds for suspension: the registering organ suspends the registration proceedings where the purposes of the submitted organization contradict the law in force, recognized moral norms or the constitutional-legal principles of Georgia, or where the conditions provided for by the Constitution concerning associations exist. The formulation of the purposes is therefore the most responsible part of the registration: an excessively broad or ambiguous text invites scrutiny, while an excessively narrow one constrains the organization's activity. A correctly framed purpose neutralizes both risks.
Frequently Asked Questions
Where is an NGO registered?
In the register of entrepreneurs and non-entrepreneurial legal entities maintained by the National Agency of the Public Registry; the rule extends to a branch (representative office) of a foreign non-entrepreneurial entity as well.
What must the application and documentation contain?
The partners' agreement and the application with the mandatory data, and also the purpose, the membership rules, the reorganization-liquidation organ and the manner and term of election of the governing organ.
When is a change considered effected?
Only from the moment of its registration in the register; the basis is a certified decision or a transaction composed in the manner established by the legislation.
Why may registration be suspended?
Where the purposes of the organization contradict the law in force, recognized moral norms or constitutional-legal principles, or where the conditions provided for by the Constitution exist.
How We Help on Legal.ge
The team of Legal.ge accompanies the registration of an NGO at every stage: we will prepare the partners' agreement and the application, formulate the purposes so that the proceedings are not suspended, plan the subsequent registration of changes and support communication with the National Agency of the Public Registry. Contact us — a correctly registered organization focuses on its purposes, not on paperwork.