The governance structure of a JSC includes a general shareholders' meeting and a board of directors. The board can be single-tier or two-tier, with a supervisory board. For most small and medium-sized businesses, an LLC remains the simpler option because it carries fewer corporate governance and reporting obligations. A JSC makes sense when the share capital structure, planned investment rounds, or regulatory requirements specifically call for this form.
Registration takes place at the House of Justice of the Ministry of Justice of Georgia. The standard processing time is 1 working day, and expedited registration is done on the day the application is filed. Upon registration, the company receives an identification number and a registry extract.
Required Documents
- JSC charter (articles of association)
- Minutes of the founding meeting or a sole founder's decision
- Information about founders (passport details for individuals; registry extract for legal entities)
- Details of the initial board of directors
- Registration application
Foreign founders that are legal entities may need an apostilled registry extract from their country of incorporation with a certified translation.
What the law requires of a JSC
The Law of Georgia on Entrepreneurs sets requirements for a joint stock company that an LLC does not have:
- Capital. The minimum subscribed capital at registration is GEL 100,000 (Article 156).
- Shares. Shares can be ordinary or preferred. Preferred shares generally carry no voting rights unless the law or the charter provides otherwise (Article 158).
- Shareholder register. If the company has more than 50 shareholders, the register is kept by a licensed securities registrar. A company with 50 shareholders or fewer may keep it itself (Article 162).
- Governing bodies. Under a one-tier system the bodies are the general meeting and the management body, and a two-tier system adds a supervisory board (Article 182).
- Supervisory board. It is mandatory if the company's shares are admitted to trading on a stock exchange or if the company holds a licence from the National Bank of Georgia. The board must have between 3 and 21 members.
If none of these requirements apply to you, it is simpler to register an LLC in Georgia. The difference between the forms is covered in our guide to business structures in Georgia.
Timeline and Fees
The National Agency of Public Registry charges GEL 200 for registration within 1 working day and GEL 400 for registration on the day of filing. A registry extract in English adds GEL 26 to the fee. After registration, the company must open a corporate bank account and register with the Revenue Service of Georgia for tax purposes.
Frequently Asked Questions
What is the difference between a JSC and an LLC in Georgia?
The main difference lies in capital structure and governance. A JSC issues shares and can have an unlimited number of shareholders, while an LLC uses participation interests. An LLC is simpler to administer and suits most small and medium-sized businesses. A JSC is the right choice when you need multiple classes of securities or are planning a stock exchange listing.
Can a foreigner be the sole shareholder of a JSC?
Yes. Georgian law places no restrictions on foreign ownership in a joint stock company. The sole shareholder can be an individual or a legal entity of any residency.
Does the director need to be a Georgian resident?
No. The director or board member does not need to be a Georgian resident. A correspondence address in Georgia is required.
What taxes does a JSC pay in Georgia?
A JSC operates under the standard tax regime: corporate profit tax at 15% is triggered at the point of distribution, VAT at 18% applies once annual turnover exceeds GEL 100,000, and dividends are subject to withholding tax at 5%.
Can a JSC be registered remotely?
Registration can be completed through a representative acting under a notarised power of attorney. The founders do not need to be present in person.
What minimum capital does a JSC need?
Under Article 156 of the Law on Entrepreneurs, the minimum subscribed capital of a joint stock company at registration is GEL 100,000. An LLC has no such requirement, which is why small and medium-sized businesses usually find an LLC more convenient.
When must a JSC set up a supervisory board?
When the company's shares are admitted to trading on a stock exchange or when the company holds a licence from the National Bank of Georgia. In those cases a supervisory board is mandatory and must have between 3 and 21 members.
Who keeps the shareholder register?
If there are more than 50 shareholders, the register is kept by a licensed securities registrar. A company with 50 shareholders or fewer may keep the register itself or entrust it to a registrar.