Georgian Company Legal Address and Economic Substance: What the Law Actually Requires
TK Counsel editorial · 30 March 2026
A Georgian company needs a valid legal address, but that should not be confused with a single universal "economic substance" test applying to every LLC.
Different legal questions use different concepts:
- business registration requires an actual Georgian legal address;
- banks apply customer-due-diligence and risk rules;
- particular tax statuses can impose their own eligibility conditions; and
- cross-border tax questions can involve place of management, permanent establishments, treaty rules and other facts.
The legal address must be an actual Georgian address
Article 5 of the Law on Entrepreneurs states that the legal address of an entrepreneur is its actual address in the territory of Georgia.
NAPR's current business-registration guidance reflects that rule.
Where the address is not established through the circumstances recognised by the registry rules, the filing may require the property owner's properly certified consent or another document proving the right to use the property.
A fictional address should not be used merely to obtain a registry extract.
Why the address matters for official communication
The Law on Entrepreneurs also regulates service of notices.
A registration-authority notice can be treated as served through the statutory mechanisms involving the entrepreneur's legal address and electronic address.
A company should therefore keep both physical and electronic registration information operational and monitored.
There is no universal LLC "substance checklist"
The ordinary company-registration provisions do not say that every LLC must maintain a fixed number of employees, office desks, payroll amount or local expenditure merely to remain a registered LLC.
Those kinds of requirements should not be invented and presented as a general company-law rule.
Additional operational conditions may arise from a specific tax status, licence, regulatory regime, treaty position, bank review or transaction.
International Company Status is a separate regime
The Tax Code's International Company rules illustrate why regimes must be analysed separately.
An International Company is a Georgian enterprise carrying on activities permitted by Government ordinance and earning income solely from those permitted activities. The status is granted under a specific procedure and carries its own tax treatment and compliance conditions.
Those conditions should not be copied across to an ordinary LLC that does not claim that status.
Banking KYC asks a different question
A Georgian bank must understand the customer, its activity and risk, and may request additional information.
For a company, a bank may therefore ask about:
- beneficial ownership;
- business activity;
- expected counterparties and countries;
- transaction profile;
- funding;
- source of funds; and
- the relationship between the registered company and its stated business.
That is a banking customer-due-diligence exercise, not a separate NAPR rule requiring every company to prove "economic substance" in the same way.
Cross-border tax analysis can go beyond the registry
Where a Georgian company has foreign owners, foreign management, overseas operations or related companies, separate tax questions may arise.
The Tax Code, for example, defines a Georgian enterprise by reference to whether its place of business and/or management is based in Georgia. Tax treaties and foreign laws can add further tests.
A registered address alone should therefore not be used to answer a cross-border residence or permanent-establishment question.
What a registered-office service should actually provide
A registered-office arrangement should focus on what the company genuinely needs:
- a lawful Georgian address basis;
- properly documented property consent/right of use where required;
- reliable receipt and forwarding of official correspondence;
- monitoring of relevant registry/electronic notices; and
- accurate maintenance of registered information.
It should not be marketed as manufacturing "substance" that does not exist.
For registered-office and registry coordination, see Registered Office & Statutory Services. For KYC issues, see Banking & Financial Services.
Legal basis
Laws and provisions referenced
- Law of Georgia on Entrepreneurs — Articles 5 and 18
- Tax Code of Georgia — Articles 22-23 for Georgian enterprises and International Company status
Sources
Official and primary sources
- Business registration — frequently asked questions — National Agency of Public Registry
- Law of Georgia on Entrepreneurs — Legislative Herald of Georgia (Matsne)
- Tax Code of Georgia — Legislative Herald of Georgia (Matsne)
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