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 business day; expedited registration is available within a few hours. Upon registration, the company receives an identification number and an extract from the registry.
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.
Timeline and Fees
The state fee for standard registration is GEL 100; expedited registration (within 1 hour) costs GEL 200. 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.