In 2022, a new Law on Entrepreneurs came into force in Georgia, which drastically changed the rules of corporate business. If your company was registered before January 1, 2022, it is important to know that you must re-register by April 1, 2025 or your business will be at risk of being blocked.

What has changed in the law?

The 2022 Act significantly changed the regulation of corporate relationships, including:

• Defining the structure of management bodies and their powers.
• Introduction of the concept of “significant transaction” and rules for its approval.
• Establishment of restrictions on dividend payments in some cases.
• Regulation of the rights of partners to withdraw from the company and exclude them from the business.
• Determination of rules for reorganization and liquidation of companies.
• Obligation to maintain a personal account of the company on the my.gov.ge portal for publication of corporate decisions.

What needs to be done by April 1, 2025?

Companies incorporated before 2022 are required to fulfill three key requirements:

1. Go through the re-registration procedure in the Public Registry.
2. Open a personal account on the my.gov.ge portal.
3. Bring the company's Articles of Association in compliance with the new provisions of the law.

What are the penalties for not complying with the law?

If a company fails to comply, there can be serious consequences:

• Blocking of corporate actions: inability to change management, sign contracts, obtain an extract from the register.
• Restriction of the company's work: prohibition to participate in tenders, difficulties with bank accounts and attracting investments.
• Liquidation through the court: if the company does not re-register by January 1, 2026, it will be annulled and liquidated.

How do I get re-registered?

To avoid sanctions, it is advisable to contact professionals who can help:

• Prepare new articles of incorporation in accordance with the law.
• Draw up and submit all necessary documents to the Public Registry.
• Enter and set up a personal account on my.gov.ge.

Don't wait until the last moment!

The re-registration process can take from a few weeks to several months depending on the complexity of the company structure. The closer the deadline, the busier the registry is and the more difficult it is to make changes.

📢 Need help with re-registration? ESPERO can help!

ESPERO Law Company specializes in business registration and support in Georgia. We will take care of the whole re-registration process so that you can focus on the development of your company.

✔ Legal audit of your company - we will check your current documents. ✔ Drafting new articles of association in accordance with the law. ✔ Registration and submission of all documents to the registry. ✔ Connection and customization of personal account on my.gov.ge.

⏳ Don't delay - act now! The earlier you start the process, the less risks and additional costs.

📩 Contact us!