Opening a Branch or Subsidiary in Georgia: A Guide for Foreign Companies (2026)
9 minute read | Last Updated 5 November 2026
Written by: Lela Gochitashvili, Founder & Managing Partner
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Two common ways for a foreign company to establish a presence in Georgia are: by registering a branch of the parent company, or by setting up a subsidiary, usually a Georgian limited liability company (LLC) owned by the parent. Both are registered by the National Agency of Public Registry, usually within one working day once the documents are complete. An ordinary LLC has no statutory minimum capital or local partner requirement, and registration does not require its director to reside in Georgia. Regulated activities may be subject to special requirements.
The registration itself is quick. The time goes on preparing the parent company’s documents abroad (apostille, courier, translation) and, after registration, on opening the bank account. In our experience, a realistic timeline from instruction to a working branch or company with active bank accounts can be several weeks to about three months. This is an indicative estimate, subject to document preparation and the bank’s decision.
1. Branch or subsidiary: the key difference
A branch is not a separate legal entity. It is part of the foreign company, which remains liable for the branch’s obligations. A branch suits a company that needs a local presence for a specific project or contract, for example a government-related or construction project, and wants to operate directly through the foreign company. A branch still has applicable Georgian accounting and reporting obligations.
A subsidiary is a separate Georgian legal entity. The LLC answers for its obligations with its own assets; the parent, as shareholder, is generally not liable for those obligations. Exceptions, including abuse of limited liability or a guarantee given by the parent, require separate assessment. A subsidiary suits a company planning a long-term business in Georgia: hiring staff, signing many local contracts, importing and distributing goods, or bringing in local partners later.
- Liability: branch: the parent is liable; subsidiary: the LLC is liable with its own assets.
- Name: a branch uses the parent’s name with the word “branch”, or a different name stated in the application; a subsidiary has its own company name.
- Management: a branch is run by a head of branch appointed by the parent; a subsidiary has its own director or directors.
- Ongoing documents: a branch of a joint stock company or LLC must publish the parent’s audited financial statements, where they exist, on the parent’s or the branch’s website; a subsidiary prepares its own Georgian financial statements.
- Exit: a branch ceases to exist when the parent ceases to exist; a subsidiary is wound up under Georgian law.
2. Documents for a branch
Article 15 of the Law of Georgia on Entrepreneurs sets out what the Registry needs. The application must state, among other things, the parent’s name, legal form, country and registration number, the branch’s name and legal address, the head of branch and the scope of their authority, and the activities of the parent and of the branch. It must be accompanied by:
- a certified document confirming the parent company’s registration (a recent extract from its home register);
- the parent’s certified founding documents and articles of association;
- a document identifying the parent’s directors or other authorised representatives, with their appointment and term of office;
- a certified decision of the parent’s competent body to open the branch;
- the written consent of the person appointed as head of branch.
You will also need proof of the branch’s legal address in Georgia, usually a lease or the owner’s written consent, and, where filing through an attorney-in-fact, a power of attorney covering the relevant actions.
3. Documents for a subsidiary
For a Georgian LLC owned by a foreign company, the parent’s role is that of a founder (partner). The usual set is:
- the parent’s certified registration extract;
- a decision of the parent’s competent body to establish the subsidiary and appoint its director;
- the new LLC’s instrument of incorporation, including its charter; a standard charter may be used;
- evidence of the authority of the person acting for the parent, and identification details of the relevant persons;
- a power of attorney if a representative signs and files on the parent’s behalf;
- the director’s consent and proof of the legal address.
The director can be a foreign citizen and does not need to live in Georgia. There is no statutory minimum share capital for an ordinary LLC; sector-specific requirements must be checked separately.
4. Apostille, translation and notarisation
Certification requirements depend on the issuing country, the type of document and applicable international agreements.
- Apostille or legalisation. Where the Hague Apostille Convention applies between Georgia and the issuing state, an apostille is generally sufficient for a qualifying public document. Otherwise, legalisation may be required. An applicable international agreement may dispense with both requirements.
- Georgian translation. Foreign-language documents must be accompanied by a properly certified Georgian translation, including certification wording and the apostille where relevant.
- Document format. Confirm whether each document must be filed as an original, a certified copy or an electronic document. Electronic apostilles also exist, so courier delivery of paper originals is not invariably required.
Agree the wording of resolutions and powers of attorney, and the certification route, with Georgian counsel before signing. Registry extracts must reflect current information; there is no single universal expiry period for every foreign document.
5. Registration
Documents are filed at a Public Service Hall or through the Registry. The standard registration service fee is 200 GEL for registration within one working day or 400 GEL for registration on the day of filing. These fees exclude translation, certification and other related costs. Defects in the documents can extend the process. Once registered, the branch or company receives an identification number, which is also its tax number.
6. After registration
- Bank account. This is usually the longest step. Georgian banks carry out a full KYC and beneficial ownership review of the parent and the group. Expect questions about the group structure, the source of funds and the planned activity in Georgia. A listed parent may be asked to show evidence of its listing; a group with holding companies in several countries may need to document the ownership chain. The scope depends on the bank, its risk assessment and applicable exceptions. Registration does not guarantee account approval.
- Tax and accounting. The branch or subsidiary files Georgian tax returns and keeps accounts in Georgia. VAT registration is mandatory once taxable turnover exceeds 100,000 GEL in any continuous 12-month period; the standard rate is 18%. The application is generally due within two working days after the threshold is exceeded. Special registration rules can also apply.
- Staff and immigration. A new right-to-work regime took effect on 1 March 2026. Requirements depend on the person’s status, activity, exemptions and transitional rules. A person within the regime generally needs the right to carry out labour activity and the appropriate visa or residence basis. Registration as a director does not itself confer permission to work.
- Changes. The head of a branch must notify the Registry of any change in the registered data, and of the parent’s liquidation or insolvency.
7. Tax: branch versus subsidiary
Ordinary commercial enterprises generally fall under Georgia’s distributed-profit tax model. Retaining profit does not itself trigger profit tax, but non-business expenses, certain gratuitous transfers and other specified transactions can also be taxable. Special regimes require separate consideration.
- Branch: a branch conducting economic activity in Georgia will generally constitute a permanent establishment of the foreign company. Its tax treatment depends on its actual activities, the Tax Code and any applicable treaty. Exclusively preparatory or auxiliary activities may qualify for an exception. Transferring profit attributable to the permanent establishment to the head office generally triggers profit tax; it is not, merely by being transferred, a dividend payment.
- Subsidiary: an LLC generally pays profit tax on distributions. Dividends paid to a foreign parent are additionally subject to 5% withholding unless an exemption or applicable treaty provides otherwise. Treaty relief is not automatic: eligibility and supporting documents must be checked.
How the 15% is calculated: divide the distributed amount by 0.85 and apply 15%. For example, a dividend distribution of GEL 85,000 produces GEL 15,000 of profit tax. If 5% dividend withholding also applies, GEL 4,250 is withheld from the dividend and the shareholder receives GEL 80,750.
The Ministry of Finance’s published treaty list includes South Korea, Switzerland and Cyprus. The United States needs a separate explanation: it does not appear on Georgia’s published list of effective treaties, while the IRS identifies Georgia as covered by the 1973 U.S.–USSR treaty. A categorical statement that there is no U.S. tax treaty is therefore incomplete. Any proposed treaty benefit must be checked in both jurisdictions; see our article Does Georgia have a double tax treaty with the USA?
The parent’s home-country tax rules also affect the choice. Assess both Georgian taxation and the treatment of foreign branch profits and dividends in the parent’s jurisdiction.
8. From our practice
Orson has registered branches and subsidiaries in Georgia for companies from the United States, South Korea, Switzerland and Cyprus, among others. Key practical priorities include:
- Start with the bank in mind. Prepare the ownership structure, business description and source-of-funds documents alongside registration.
- Plan signatures in advance. Confirm who can approve and sign each document and which certification route is acceptable.
- Coordinate the address and operational arrangements. Where relevant, prepare the lease, customs arrangements and banking documents alongside incorporation.
- Appoint one coordinator. A single contact for teams in different countries helps keep documents, signatures and deadlines aligned.
9. Common mistakes
- Choosing a branch without considering that the parent is fully liable for its obligations in Georgia.
- Signing documents abroad before their content and form have been checked for use in Georgia, and then having to sign and apostille them again.
- Sending an extract or certificate that no longer reflects the company’s current information.
- Treating registration as the finish line and leaving the bank account, tax set-up and staff permits until later.
- Ignoring the parent country’s tax rules on foreign branches and dividends.
Frequently asked questions
How long does it take to open a branch in Georgia?
The Registry registers a branch within one working day, or on the same day for a higher fee, once the documents are complete. Preparing apostilled documents abroad and opening the bank account usually take several weeks.
Does a foreign company need a local partner or director?
No. A Georgian subsidiary can be 100% foreign-owned, and its director, like the head of a branch, does not need to be a Georgian citizen or resident.
Is there a minimum capital?
There is no general statutory minimum capital for registering an ordinary LLC or branch. Regulated activities may have additional requirements.
Can the process be done remotely?
Yes. A representative in Georgia can file the documents under a power of attorney. The parent’s signatories do not need to travel, but the documents must be properly certified. Whether the bank account can also be opened entirely remotely must be agreed separately with the bank.
Is a representative office different from a branch?
For a foreign commercial company, a local presence without a separate legal entity is registered as a branch under the Law on Entrepreneurs.
How Orson can help
Orson Law Firm advises foreign companies on entering Georgia: choosing between a branch and a subsidiary, drafting resolutions, charters and powers of attorney, coordinating apostille, translation and notarisation, registration, the legal address, bank account opening, tax registration and permits for foreign staff. We work in English, Georgian and Russian, and with your teams and advisers abroad.
Book a consultation or write to info@orsonco.com.
This article is general information as of November 2026 and is not legal or tax advice for your specific situation.
Official sources: Law of Georgia on Entrepreneurs, Article 15; National Agency of Public Registry, business registration fees; Tax Code of Georgia; Ministry of Finance of Georgia, double tax treaties; Labour Migration Law; HCCH: Apostille Convention; HCCH: Apostille and e-APP; IRS: Georgia tax treaty documents.
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