Georgia’s strategic location is an asset to any investor wanting to form a company in Georgia. The country boasts of low tariffs, streamlined border clearance procedures, and preferential trade regimes with partners like the EU and the USA. Georgia’s foreign trade has been skyrocketing since 2003, mainly due to its aggressive policy reforms. The reforms make it easier and less expensive to trade across borders. Due to such a pro-business environment, anyone would want to invest in Georgia.
There are many ways through which an entrepreneur can enter the Georgia market, one of which is incorporating a company in Georgia. The country offers various types of business structures, such as the Georgia limited liability partnership.
What is an LLP in Georgia?
A Georgia limited liability partnership is a type of business structure in which two or more individuals join together to carry out business activities.
It is known as the Commandite Society in Georgia and includes two sets of partners: general and limited. General partners have unlimited liability, whereas limited partners’ liability is only up to the capital invested by them.
LLPs in Georgia have flexible responsibilities for partners. Limited partners do not have significant decision-making power. On the other hand, general partners are personally liable for their company’s debts.
Features of an LLP in Georgia
A Georgia limited liability partnership is a preferred structure for company formation due to the following reasons:
Separate Legal Entity
An LLP in Georgia is distinct from its owners in the eyes of the law. It holds assets, opens a bank account, forms, and enters into agreements as a different entity.
Limited Liability
Partners in the firm enjoy limited liability. Their assets are not liable to be sold to pay the company’s debts and repayment.
Perpetual Succession
A Georgia limited liability partnership can continue to exist even if the founders have left the firm. A firm can continue indefinitely unless it is dissolved by law.
Pass-Through Taxation
LLP enjoys pass-through taxation. That means it can be taxed at either the individual level or the corporate level.
How to Form an LLP in Georgia?
A Georgia limited liability partnership has fewer requirements when compared to other business entities. Limited partners in the LLP participate in the business and share the profits without personal liability for the LLP's financial obligations, unlike general partners. Limited partners only have the right to demand their due profit if their share in the capital is less than the agreed amount due to incurred losses or settlements. Once the business objectives have been decided and the partners have been named, the process of forming an LLP in Georgia becomes relatively straightforward. Follow the steps mentioned below for your partnership registration:
Choose a Name
You must first decide on a name for your Georgia limited liability partnership. The name must not resemble the name of an existing company in the state of Georgia. However, it must include the words “Limited Liability Partnership” or the abbreviation “LLP”.
Draft the Articles of Association
The company charter or the Articles of Association (AoA) must include the following information about the partners:
- Company name of the business entity.
- Legal form of the business entity.
- Official address of the business entity.
- E-mail address of the business entity.
- Name, residing address, personal number, and signature of founding partner(s).
- If the founder is a business entity, the application should include its legal name and registration details, legal address, the name of the body that registered the business entity, the date of registration, the identification code, and information regarding its representatives.
- Obligations related to the limitation of ownership title over partners' shares.
- Any limitation to the representation power vested in persons responsible for representing and leading a business entity.
- Indication of which of the partners is/are complementary and which is/are Commandite.
This information must be signed by every partner and notarized in the state of Georgia.
After this, you must also register to get the tax registration number, open a bank account, and obtain other permits necessary for your business activity.
Documents Required to Set Up an LLP in Georgia
You need to submit the following documents to set up a Georgia limited liability partnership:
- Decision of all the founders on the incorporation of an LLP.
- Decision on appointing the Head of the Company (Director) or the relevant Power of Attorney thereof, and written consent of the latter on such appointment.
- Passport photocopies of the founders and director(s).
- Notarized permission of the company’s legal address owner or rent agreement, if the office area is rented.
- Receipt evidencing payment of the registration fee.
Why Choose Us?
Setting up a Georgia limited liability partnership is easy with us. Business Setup Worldwide is here to help you set up an LLP in Georgia. Our advisors in Georgia have years of experience in this field and can make the complete process hassle-free. Contact us now to get started with offshore company formation.
