How to Add a Member to a Georgian LLC: Full 2026 Guide

You have a Georgian LLC running and want to bring in a partner: a co-founder, an investor, a family member. Get the paperwork wrong and the change carries no legal force, or you hand the tax office a bill you never had to pay. We register these ownership changes constantly, so we know exactly where people trip. Here is the full process to add a member to your LLC in Georgia, plus the one decision that changes your tax bill.

Quick Summary:

• Two ways to bring someone in: transfer part of an existing share, or admit them through a new capital contribution (a capital increase). They carry different paperwork and different tax results.

• The change only counts legally once it is registered with the National Agency of Public Registry (NAPR). The internal agreement alone does not bind third parties.

• Core documents: a partners' decision/resolution, the amended charter (statute), and the share transfer agreement or contribution agreement, with signatures notarized or certified at NAPR.

• Everything filed must be in Georgian. Foreign documents need notarized translation and, if signed abroad, apostille or legalization plus a notarized power of attorney.

• Tax: an individual selling shares pays 20% personal income tax on the gain, but the gain is exempt if the shares were held over 2 years and were not used in economic activity. A new capital contribution usually is not a taxable sale for existing partners.

• Registering the change is fast: GEL 200 for the next working day or GEL 400 same day at NAPR.

• You can do the whole thing remotely through a representative, so there is no need to fly to Tbilisi.

Two ways to add a member, and why the difference matters

There are two legally distinct routes, and choosing the right one shapes both your paperwork and your tax outcome.

Path A is a share transfer. An existing partner sells or gifts part of their share to the newcomer. Ownership percentages get reallocated, but the company's capital stays the same. The Law of Georgia on Entrepreneurs lets a partner freely dispose of their share unless the charter or a partners' agreement restricts it.

Path B is a new capital contribution, also called a capital increase. The newcomer puts in money or assets, new participation is issued, and the existing partners keep their stake in absolute terms while their percentage drops through dilution. No existing owner sells anything; the company simply gets bigger. Georgian LLCs can set their capital at any amount with no statutory minimum, and contributions can be monetary or in kind.

The tax results diverge sharply, which we cover in detail below. Here is the split at a glance.

If you are still deciding whether an LLC is even the right vehicle, our guides on opening an LLC and the available Georgian business structures cover the basics before you add anyone.

Before you file: the partners' decision

Adding a member starts with the existing owners agreeing to it. Under the Law on Entrepreneurs, ordinary partner decisions pass by a majority of votes unless the charter sets a higher bar, while amending the charter takes a three-quarters majority by default unless your charter sets a different threshold.

Read your own documents first. The charter or a separate partners' agreement can impose stricter rules, pre-emption rights, or outright restrictions on transferring a share. If your charter says existing partners get first refusal before an outsider can buy in, you have to honor that before bringing in anyone new.

The output of this step is a written partners' resolution (the minutes of the decision). It should record the admission of the new member, the new shareholding split (the percentages must total 100%), and authorization for someone to sign the amended charter on the partners' behalf.

If you are the sole owner of a single-member LLC, this is simpler. The decision is just your own written resolution as the single partner. No meeting, no quorum, no voting math.

Amending the charter (statute)

The charter is the document that lists who owns the company and in what proportion, so it has to be updated to show the new partner and the revised percentages. Those shareholdings are expressed as percentages that sum to 100%.

Here is the part that surprises people. By default, the amended charter is signed by the chairperson of the general meeting, and the individual signatures of all partners are not required, unless the original instrument of incorporation says otherwise. So you usually do not need to chase every partner for a signature on the new charter itself. The chairperson signs, and that is enough for the registry.

The charter must be in Georgian. If your partners draft it in English for their own reference, a notarized Georgian translation is what actually gets filed with NAPR. Keep the two versions consistent so there is no mismatch between what you signed and what the registry holds.

The notarized documents you will need

This is the checklist most people search for. Exactly what you assemble depends on which path you took, but the core set looks like this:

• The partners' decision/resolution admitting the new member.

• The amended charter showing the updated partner list and percentages.

• The operative instrument: a share purchase or transfer agreement (Path A), or a subscription/contribution agreement plus proof of the contribution (Path B).

• The new partner's ID or passport details.

• For a foreign corporate partner, a registration extract from their home country plus the identification data used for notarial purposes.

• Georgian translations of any foreign-language document, notarized.

• A power of attorney if a representative files on your behalf.

On notarization: signatures can be notarized, certified directly by NAPR, or created as a qualified electronic signature. The agreement that effects the change is certified the same way, and a power of attorney specifically requires a notarized signature.

If any document is signed abroad, it generally needs an apostille (for countries in the Apostille Convention) or full consular legalization, and then a notarized Georgian translation. Build in time for this, because it is the single most common cause of delay for foreign founders.

For a Path B contribution, the timing of when the contribution "counts" matters. A monetary contribution is treated as made once it is deposited into the company's bank account. An in-kind contribution counts once ownership of the asset actually transfers to the company, so a verbal promise of equipment or property is not enough until the transfer is real.

Filing the change with NAPR

Registration is what makes the change official. You file at any Public Service Hall (House of Justice), a NAPR territorial office, or a community center in smaller towns. An authorized user or your representative can also file electronically.

This step is not a formality. Under the Law on Entrepreneurs, a change in registered data can only be relied on against third parties once it is registered and disclosed, with a short protection window for third parties around the disclosure date. Until then, the internal agreement binds the parties to it but does not bind the outside world. A bank, a buyer, or a court looks at the registry, not at your private contract.

Who can file: a person with management or representative authority for the company, and for a share transfer specifically, either the transferring partner or the acquirer can request registration.

The government fees are published by NAPR and are modest. For registering changes to a legal entity's data, expect GEL 200 if you accept the next-working-day timeline, or GEL 400 for same-day registration. Certifying a signature at the registry is GEL 7, and if you want the resulting extract in English, add GEL 26 to the extract fee. You can confirm the current figures on the official NAPR fee schedule.

The result is an updated extract (amonatseri) from the Entrepreneurs Register showing the new partner and the new share split. That extract is your proof, and it is what banks and counterparties will ask to see.

The tax angle: this is where the two paths really split

The procedure is the easy part. The money question is what tax, if any, the deal triggers, and this is exactly where Path A and Path B diverge. Treat the following as the lay of the land, not personalized advice; the fine print depends on your facts, so confirm yours with a free tax consultation before you sign.

Path A, share transfer, individual seller. The gain (sale price minus what the seller originally paid) is taxed at 20% personal income tax. The important relief: that gain is exempt if the shares were held for more than 2 years and were not used in the seller's economic activity. Sell inside the 2-year window and the gain is generally taxable; sell after it, as a passive holder, and the exemption typically applies. The conditions are nuanced, so model this before signing rather than after.

Path A, company seller. If the seller is a Georgian company, the sale itself is not taxed at the moment of sale. Under Georgia's distributed-profit ("Estonian model") corporate tax, tax arises only when profit is distributed: 15% corporate income tax on the distribution, plus 5% withholding on dividends paid out. A non-resident corporate seller falls under a different regime and self-assesses on the gain, so that case needs specific advice.

Worth knowing for either seller: a sale of shares is a financial operation and is VAT-exempt, so VAT is not part of the calculation.

Path B, new capital contribution. Because nobody is selling, there is generally no taxable disposal for the existing partners. They are diluted, and the company receives capital. An in-kind contribution has its own valuation and ownership-transfer mechanics to get right, but it does not create a sale for the current owners.

The practical takeaway: if you are admitting an investor who wants to put cash into the business, a capital contribution is often the cleaner structure. If a founder is cashing out part of an existing stake, it is a share transfer with PIT in play unless the 2-year rule covers it. For a fuller picture of the rate landscape, see our overview of how taxes work in Georgia, and for anything deal-specific our tax consulting page explains how we run the numbers.

Doing it remotely as a foreigner

You do not need to be in Georgia to add a member. A notarized power of attorney lets a representative sign the agreements and file the change at NAPR for you. A power of attorney issued abroad needs apostille or legalization plus a Georgian translation, same as any other foreign-signed document.

We can prepare the partners' resolution, the amended charter, and the transfer or contribution agreement, then register your Georgian LLC change at NAPR on your behalf, so the new partner lands on the extract without anyone booking a flight. If you would rather keep the whole engagement off-site, we also handle it remotely end to end.

After the change: do not forget these

Registering the new partner is the milestone, but a few follow-ups keep you out of trouble.

Update the company's bank records. Banks run their own KYC and beneficial-owner checks, and they will want the updated extract reflecting the new partner before they touch the account. If you do not have an account yet, our guide to the business bank account walks through it.

Update your profile with the Revenue Service if management or representation changed, and keep the partners' agreement and the cap table consistent with what the registry now shows. Re-check eligibility for the 1% small business tax or any special regime, because a new partner can change the picture. If bookkeeping is not your thing, our accounting page covers how we keep the records straight through the transition.

Key Takeaways

• Decide the path first: a share transfer (someone buys or receives part of an existing stake) or a capital contribution (new money or assets, new participation issued).

• Pull and read your current charter and partners' agreement for any restrictions or pre-emption rights before you do anything else.

• Draft three documents: the partners' resolution, the amended charter, and the transfer or contribution agreement. Get signatures notarized or certified at NAPR.

• File at a Public Service Hall and collect the updated extract. The change is not effective toward third parties until it is registered.

• If a founder is selling shares held under 2 years, model the 20% personal income tax before signing.

• Once the registry shows the new partner, update your bank and your tax records to match.

FAQ

Do I have to register adding a partner with NAPR, or is an internal agreement enough?

You have to register it. Under the Law on Entrepreneurs, a change in a company's registered data only becomes effective toward third parties once it is registered with NAPR and disclosed. The private agreement binds the people who signed it, but banks, buyers, and courts rely on the public registry. So an internal contract alone does not put the new partner on the company's official record.

What is the difference between a share transfer and admitting a member by capital contribution?

A share transfer means an existing partner sells or gifts part of their share to the newcomer, so percentages shift but the company's capital does not change. A capital contribution means the newcomer puts fresh money or assets into the company, new participation is issued, and existing partners are diluted without anyone selling. The paperwork differs, and so does the tax. A transfer can trigger the seller's capital gain, while a contribution usually is not a taxable disposal for current owners.

Do all existing partners have to sign the amended charter?

Usually not. By default, the amended charter is signed by the chairperson of the general meeting, and individual partner signatures are not required unless the original instrument of incorporation says otherwise. This catches people out, because they expect every owner to sign. Check your founding document, since it can override the default and demand all signatures.

Can a foreigner be added as a member of a Georgian LLC?

Yes. Foreign individuals and foreign companies can hold shares in a Georgian LLC regardless of nationality, and 100% foreign ownership is allowed. A foreign partner provides passport or registration details for identification, and any document signed abroad needs apostille or legalization plus a notarized Georgian translation. Beyond that, the process is the same as for a local partner.

How long does it take to register the change?

Fast. At NAPR you can choose same-day registration or the next working day, so the new partner typically appears on the extract within one business day of a complete filing. The bottleneck is rarely the registry. It is usually assembling and translating the documents, especially apostilling anything signed abroad, which is worth starting early.

How much are the NAPR fees to register a change of partners?

NAPR charges GEL 200 to register changes to a legal entity's data on the next working day, or GEL 400 for same-day registration. Certifying a signature at the registry costs GEL 7, and an English-language extract adds GEL 26 to the standard extract fee. You can confirm the current figures on the official NAPR fee schedule before filing.

Do I pay tax when I sell part of my LLC shares to a new partner?

If you are an individual, the gain on the sale is taxed at 20% personal income tax, calculated as the sale price minus what you paid for the shares. The gain is exempt, though, if you held the shares for more than 2 years and did not use them in economic activity. The exact conditions are nuanced, so model the number before you sign and get advice if you are near the 2-year line.

Is a new capital contribution taxed?

Generally not for the existing partners, because nobody is selling, so there is no taxable disposal. The company simply receives capital and the current owners are diluted. An in-kind contribution carries its own valuation and ownership-transfer requirements that you have to get right, but it does not create a sale for the existing owners. Specifics still depend on your situation, so confirm with a tax adviser.

Do the documents have to be in Georgian?

Yes. Everything filed with NAPR must be in Georgian, so any foreign-language document needs a notarized Georgian translation. If a document was also signed abroad, it generally needs an apostille or consular legalization on top of the translation. You can draft in English for your own reference, but the Georgian version is what the registry actually records.

Can I add a member without traveling to Georgia?

Yes. A notarized power of attorney lets a representative sign the agreements and file the change at NAPR for you. A power of attorney issued abroad needs apostille or legalization plus a Georgian translation. We can prepare every document and handle the filing remotely, so the new partner gets registered without anyone flying to Tbilisi.

Does adding a member affect my 1% small business status?

It can, so re-check it after the change. Small business status and the 1% rate depend on conditions like turnover and the nature of the activity, and bringing in a new partner can alter eligibility or how the company operates. Review the criteria once the new owner is registered, and adjust if the company no longer qualifies. When in doubt, run it past a tax adviser before you assume the status carries over.