Business and Corporate Law

For businesses operating in Georgia, a solid understanding of business law and corporate law is critical for ensuring legal compliance, operational efficiency, and long-term growth. These legal frameworks provide the foundation for starting, managing, and expanding businesses while protecting the interests of owners, investors, and employees.

Whether you’re launching a startup or managing an established enterprise, aligning your business operations with Georgian legal standards can make the difference between success and legal complications. In this guide, we’ll explore the key aspects of business and corporate law in Georgia, the legal entities available, governance principles, and how expert legal support can help streamline your operations.

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What Is Business Law in Georgia?

Business law encompasses a set of legal principles and regulations that govern commercial activities and transactions. In Georgia, business law is shaped by local legislation and international legal standards, creating a business-friendly environment that promotes transparency and growth.

Key areas covered by Georgian business law include:

  • Contract Law

    Contract Law

    Governs how business agreements are created, executed, and terminated.

  • Corporate Law

    Corporate Law

    Defines the formation, management, and regulation of legal entities.

     

  • Tax Law

    Tax Law

    Establishes the tax obligations and rights of business entities.

  • Labor Law

    Labor Law

    Regulates employment relationships and labor standards.

  • Intellectual Property Law

    Intellectual Property Law

    Protects trademarks, patents, copyrights, and other intangible business assets.

Over the years, Georgia has modernized its business legislation, aligning more closely with European and international legal practices. This legal evolution supports fair competition, encourages foreign investment, and safeguards entrepreneurial rights.

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Corporate Law in Georgia

Corporate law is a specialized area within business law that focuses on the legal structure and governance of corporations and business entities. It outlines the rules for establishing companies, managing shareholder relations, and executing major corporate actions such as mergers or reorganizations.

Core components of Georgian corporate law include:

  • Company Formation and Registration

    Company Formation and Registration

  • Corporate Governance and Management Structures

    Corporate Governance and Management Structures

  • Rights and Responsibilities of Shareholders

    Rights and Responsibilities of Shareholders

  • Mergers, Acquisitions, and Divestitures

    Mergers, Acquisitions, and Divestitures

  • Liquidation and Reorganization Procedures

    Liquidation and Reorganization Procedures

In Georgia, corporate law is primarily regulated by the Law on Entrepreneurs, which defines various types of legal entities and the rules for their operation.

Types of Legal Entities in Georgia

According to Georgian law, entrepreneurs can choose from several legal forms when establishing a business. Each form has distinct characteristics regarding liability, ownership, and management structure:

1

Individual Entrepreneur (IE)

2

Limited Liability Company (LLC)

3

Joint Stock Company (JSC)

4

General Partnership (GP)

5

Limited Partnership (LP)

6

Cooperative

The Limited Liability Company (LLC) is the most common business structure due to its flexibility, limited liability protection, and minimal capital requirements.

The Law on Entrepreneurs outlines essential legal requirements such as:

  • Drafting the company charter and partnership agreements

  • Assigning governance responsibilities to managing bodies

  • Rules on share transfers and inheritance

  • Capital formation and modifications

Key Legislative Acts in Georgia’s Business Environment

Besides the Law on Entrepreneurs, several other legislative acts form the backbone of Georgia’s commercial legal system:

  • Tax Code of Georgia – Governs corporate and personal taxation

    1
  • Labor Code of Georgia – Regulates employment relationships and workers’ rights

    2
  • Law on Competition – Promotes fair market practices

    3
  • Law on Insolvency Proceedings – Provides procedures for company bankruptcy and restructuring

    4
  • Law on Securities Market – Oversees securities trading and investor protections

    5

These laws together ensure that businesses operate within a well-structured, legally compliant environment.

Corporate Governance in Georgia: Principles and Practices

Effective corporate governance is essential for ensuring transparency, accountability, and investor confidence. Georgian corporate law sets clear expectations for how companies should be managed and how decisions are made.

The typical governance structure includes:

  • General Meeting of Shareholders or Partners – The supreme decision-making body

  • Supervisory Board – Primarily in JSCs, oversees directors and major corporate decisions

  • Executive Directors – Responsible for daily operations and legal representation of the company

Key governance principles include:

  • Fiduciary Duties of Directors – Legal obligation to act in the company’s best interest

  • Minority Shareholder Protection – Legal safeguards to ensure fair treatment

  • Transparent Financial Reporting – Ensures stakeholders have access to accurate information

  • Corporate Decision-Making Procedures – Defined processes for voting and strategic decisions

Georgia’s adoption of European corporate governance standards has significantly improved the country’s attractiveness for international investors.

MB Legal: Your Trusted Partner in Georgian Business Law

Navigating Georgia’s business and corporate law landscape can be complex without the right legal partner. That’s where MB Legal comes in. With extensive experience in Georgian commercial law, our legal experts provide tailored support to help your business stay compliant and grow confidently.

Our services include:

  • Company Formation and Registration

    Company Formation and Registration

    From choosing the right entity type to completing legal documentation

  • Drafting Corporate Documents

    Drafting Corporate Documents

    Including charters, shareholder agreements, and internal policies

  • Corporate Restructuring

    Corporate Restructuring

    Support for mergers, splits, and reorganizations

  • Investment Advisory

    Investment Advisory

    Legal support for capital raising and investor negotiations

  • Corporate Dispute Resolution

    Corporate Dispute Resolution

    Handling internal conflicts and legal proceedings

  • Ongoing Legal Counsel

    Ongoing Legal Counsel

    For your day-to-day business operations

Whether you are a local entrepreneur or a foreign investor, MB Legal is committed to protecting your interests and enabling long-term success in Georgia’s dynamic market.

MB Legal offers professional legal services that help businesses navigate these challenges and thrive. Let us help you establish a legally secure foundation for your business today.

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