Once the resolution is registered, a notice is published in the official gazette Matsne. From the date of publication, creditors have three months to submit claims. During this period, the liquidator takes stock of assets and liabilities, settles outstanding debts, and closes bank accounts. At the same time, the Revenue Service of Georgia conducts a mandatory tax audit — the company cannot be deregistered until this audit is complete and all tax matters are resolved. Once those conditions are met, the liquidator submits the final document package to the House of Justice and the company is removed from the registry.
When there are no disputes, outstanding debts, or tax issues, voluntary liquidation typically takes 4-6 months. Unresolved liabilities or disagreements with the tax authority will extend that timeline. Compulsory liquidation by court order is also possible in cases defined by the Civil Code of Georgia.
What the client needs to provide:
- a liquidation resolution drawn up in accordance with the company's charter;
- identity documents for participants and the liquidator;
- information on open bank accounts and company assets;
- confirmation of no tax arrears, or settlement of any outstanding liabilities.
What Legalese handles:
- preparation and submission of documents at each stage;
- communication with the House of Justice and the Revenue Service;
- monitoring the Matsne publication;
- notification upon completion and delivery of deregistration documents.
What the law says about winding up a company
The liquidation procedure is set by the Law of Georgia on Entrepreneurs:
- Decision. In an LLC or JSC, the decision to wind up is taken by a three-quarters majority of the partners' votes. Some other forms require unanimity (Article 78).
- Registration. The director applies to register the winding-up. Registration starts the liquidation proceedings (Articles 78 and 81).
- Liquidators. Unless the charter or the general meeting appoints others, the company's managers become the liquidators. The managers' powers end once the liquidators are registered (Articles 81 and 83).
- Creditors. The liquidators must immediately notify creditors of the winding-up by publishing an announcement and invite them to submit claims (Article 82).
- Distribution of assets. Assets are distributed among the partners in proportion to their shares, unless the charter provides otherwise, and only after the company's liabilities are covered (Articles 85 and 86).
Timeframes and the Revenue Service
The registration authority informs the Revenue Service of the liquidation, and within 10 business days the Revenue Service informs it of any possible tax liability. This period cannot exceed 90 days from registration of the start of liquidation and can be extended only once, by up to two months. If it expires without a result, the company is treated as having no tax liability (Article 82).
Liquidation must be completed no later than four months after registration of its start. If the tax audit was extended, completion is due no later than one month after the registration authority receives information that the audit is complete (Article 88). Once the assets are fully distributed, the liquidators apply and the company's registration is revoked.
Government fee for registering a liquidation
The National Agency of Public Registry registers the winding-up of a company at the same rate as registration: GEL 200 within 1 working day and GEL 400 on the day of filing. Source: NAPR fees and terms.
If you need to close an IE rather than a company, the procedure is simpler. It is covered in our guide on how to close an IE in Georgia.
Can a company be liquidated without travelling to Georgia?
Yes. With a notarised power of attorney, most steps can be completed remotely. Closing a bank account is one exception — some banks require the account holder to appear in person.
How much does liquidating an LLC in Georgia cost?
State registration fees are low. The main cost is legal support, which depends on the complexity of the case. Request a free consultation for an exact quote.
What happens to the company's debts during liquidation?
The liquidator is required to settle all verified creditor claims from the company's assets. If assets are insufficient, the procedure shifts to insolvency proceedings.
Is the tax audit mandatory?
Yes. The Revenue Service of Georgia conducts the audit as a matter of course. The House of Justice will not deregister the company until it is complete.
What if the company has had no activity for several years?
Even with no activity, the company was still required to file reports. If filings were missed, zero-return declarations for the outstanding periods may need to be submitted before liquidation can proceed. Discuss your specific situation during a free consultation.
Who decides to wind up an LLC?
The company's partners. In an LLC or JSC, the decision is taken by a three-quarters majority of votes (Article 78 of the Law on Entrepreneurs). The director then applies to the registration authority to register the winding-up.
Who becomes the liquidator?
By default, the company's managers. The charter or a general meeting decision can appoint other persons as liquidators. Once the liquidators are registered, the managers' powers end and the liquidators run the company.
How long does liquidation take by law?
Liquidation must be completed no later than four months after registration of its start. If the tax audit was extended, completion is due no later than one month after information on its completion is received.