Bringing the registration data of a joint-stock company into compliance with the law

2025-02-13 Author: Nino Piranashvili

According to the Law of Georgia on Entrepreneurs, enterprises registered before January 1, 2022, have until April 1, 2025, to bring their registration data in compliance with the law.

For joint-stock companies, the procedure for compliance with the law is regulated differently according to the Law on Entrepreneurs.

To update the registration data, the following is required:

Convening a general meeting of shareholders in accordance with the rules of the Law of Georgia on Entrepreneurs;
Making decisions in accordance with the procedure established by law;
Preparation of new founding documentation;
Submission of documentation to the registering authority;

How is the general meeting of shareholders convened in accordance with the rules of the Law of Georgia on Entrepreneurs?

The general meeting is convened by the governing body of the joint-stock company - the director. The decision on convening must be published on the electronic portal of the registering authority at least 21 days before the date of the general meeting. For publication, it is necessary to register the subject in the registry, where the agency creates an authorized user page - an electronic address - for the subject on the unified electronic portal.

The decision to convene a general meeting of a joint-stock company is also published on the website of the joint-stock company (if available).

What should the published information about convening a general meeting contain?

The company name and legal address of the joint-stock company;
The place, date, and time of the general meeting;
An indication of whether it is a regular or extraordinary general meeting;
The accounting day of the general meeting and an indication that only those persons who are registered as shareholders on the accounting day have the right to participate and vote in the general meeting;
The agenda of the general meeting.

Decision-making by the general meeting in accordance with the procedure established by law

According to the Law of Georgia on Entrepreneurs, the general meeting of shareholders makes decisions by a majority of votes of the participants in the voting, but changes to the charter/founding agreement must be adopted by a 3/4 majority of the votes of the participants in the voting, unless the charter provides for a larger number of votes.

You should also consider that if the agenda of the general meeting includes changing the charter or adopting a new version, the text of the change or new version must be published together with the information about convening the general meeting.

Regarding the right to participate and vote in the general meeting, it is available only to those shareholders who had ownership rights to the shares on the accounting day of the general meeting, which must be confirmed by an entry in the share register.

Preparation of new founding documentation

When preparing the founding documentation, the joint-stock company must indicate in the registration data the amount of capital placed at the time of registration of the joint-stock company. It must also indicate the amount of paid-up capital. Additionally, if applicable, it is possible to indicate the amount of authorized capital.

The minimum amount of placed capital of a joint-stock company at the time of registration should be at least 100,000 GEL. The paid-up capital must be in monetary form and should constitute at least 25% of the placed capital.

To bring the registration data in compliance with the new law, it is necessary to register on the subject's portal, specifically, to define the data of the person authorized for management and representation responsible for managing the authorized user page (electronic address) and the mobile phone number of a mobile operator operating in Georgia and an email address in their possession/use.

Since the new law established that the legal address of an entrepreneur is their physical address on the territory of Georgia, the subject's legal address should be determined in accordance with this requirement, or the authorized person should confirm that the entrepreneur's already registered legal address is their physical address.

In case of changing the legal address, the interested person must present the consent of the owner of the immovable property, drawn up and certified in the appropriate form, or a document drawn up in accordance with the procedure established by law confirming the right of use of the immovable property by the interested person.

Submission of documentation to the registering authority

The final stage is submitting an application to the registering authority, which should be accompanied by the decision of the authorized body defined by the charter - the general meeting, an extract from the share register, and a duly certified founding agreement, which includes the subject's charter as an integral part.

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