Before changing legal form, check whether the existing and desired forms of company can be converted into one another under Georgian law. In particular, the new form must suit the planned ownership structure, management arrangements and liability rules. Prepare the resolutions required from the shareholders or other competent company bodies. The founding documents, articles and information about management must be adapted to the new legal form. The change takes effect upon the required registration in the company register. Although the company’s identity continues, contracts, banking arrangements, powers of attorney, insurance policies and business documents should be reviewed to determine whether they need to be updated. Existing licences and permits should not be assumed to require no review merely because the company’s identity continues, since the new legal form or management structure may trigger notification or approval requirements. The tax, accounting and employment-law consequences must also be assessed in light of the specific change. Creditors, contractual partners and authorities must be informed where required by law, official decisions or contracts. The register extract, resolutions, amended company documents and notices should be documented together.
Conversion of an Existing Company to Another Legal Form in Georgia
In a change of legal form in Georgia, an existing company adopts another permitted legal form without thereby creating a new legal entity. The company’s identity, assets and liabilities generally remain with the same company while its corporate structure changes.
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