Unlike a wholly domestic incorporation, a foreign company entering Georgia must choose between three legally distinct vehicles — branch, subsidiary, and representative office — before it can take a single registration step. The choice determines liability exposure, tax status, and operational scope from day one. Under Georgian corporate law and the regulations administered by the National Agency of the Public Registry (NAPR) and the Revenue Service of Georgia, each structure follows a separate procedural path.
A branch is a non-independent structural unit of the foreign parent. Registration with the NAPR requires notarised and apostilled constitutional documents of the parent, a resolution authorising the branch, identification of a local representative, and a Georgian-language application. The branch is not a separate legal entity: Georgian courts and creditors may pursue the parent directly for branch obligations. For tax purposes, a branch is treated as a Georgian-resident taxpayer on Georgia-sourced income; it must register independently with the Revenue Service.
A subsidiary — typically an LLC (შეზღუდული პასუხისმგებლობის საზოგადოება, SPS) — is an independent Georgian legal entity. The formation steps are: notarisation of founding documents, NAPR registration (achievable within one business day through Georgia's single-window e-service), tax registration, and opening a Georgian bank account. Liability is ring-fenced at the subsidiary level. The subsidiary is fully subject to Georgian corporate income tax on worldwide profits if treated as a Georgian-resident entity.
A representative office neither trades nor earns revenue; it is registered for liaison, marketing, and information-gathering purposes only. NAPR registration follows the same documentary logic as a branch, but the structure may not enter into commercial contracts or generate Georgian-source income. It has no independent tax-registration obligation unless it employs Georgian-resident staff, in which case payroll obligations arise.
For foreign investors weighing these options, the subsidiary offers the strongest liability insulation and the clearest path to a full commercial presence. The branch suits companies that require operational continuity with the parent but accept parent-level exposure. The representative office is appropriate only for pre-commercial market-intelligence activity.
[CTA: To discuss which structure suits your Georgian entry — and to obtain coordinated advice covering both Georgian and cross-border Russian dimensions — make an enquiry: info@vetrovpartners.com | WhatsApp/Telegram: +7 (983) 510-38-76]
— Nino Beridze Contributing Regional Analyst — Georgia, Vetrov & Partners vetrovpartners.com/contributions/
Nino Beridze advises on Georgian business establishment, company formation, and cross-border structuring matters for foreign investors entering the Georgian market. She contributes specialist regional analysis to Vetrov & Partners' Georgia practice.
H2: About Vetrov & Partners
Vetrov & Partners is a Russian boutique law firm established in 2009, recognised by Pravo-300 for eight consecutive years. The firm advises foreign investors and creditors on cross-border matters involving Russia and neighbouring jurisdictions. For Georgian-law matters, the firm collaborates with qualified Georgian counsel. Enquiries: info@vetrovpartners.com | WhatsApp / Telegram: +7 (983) 510-38-76 | t.me/vitvetcom
This publication is provided for informational purposes only and does not constitute legal advice under Russian or any other applicable law. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Vetrov & Partners is a Russian-qualified law firm. For matters governed by foreign law or requiring local admission in another jurisdiction, we collaborate with trusted counsel in the relevant jurisdiction. For advice regarding your particular situation, please contact info@vetrovpartners.com.