A director must act in the company's interest, within authority and on an adequately informed basis; shareholder instructions do not erase duties imposed by law and the charter.
Direct answer and scope
A director must act in the company's interest, within authority and on an adequately informed basis; shareholder instructions do not erase duties imposed by law and the charter.
A corporate decision is not complete at registration. It must align with the charter, shareholder rights, director authority, tax consequences, bank KYC and any sector-specific licensing regime.
- Founders, shareholders, directors, foreign investors and international companies
- Responsible authority: The National Agency of Public Registry, Revenue Service and the relevant sector regulator
- Jurisdiction: Georgia
Documents and evidence to prepare
Start the assessment with a complete and consistent file covering: charter and registry extract, director appointment resolution, shareholder and board records, transactions, financial information and conflict record.
A foreign document may require apostille or legalisation and a compliant Georgian translation. Check the copy, date, issuer and its connection to the fact being proved.
- charter and registry extract
- director appointment resolution
- shareholder and board records
- transactions, financial information and conflict record
Procedure and working sequence
Separate the matter into ownership, control, cash flow, liability and exit. Every agreement should match both the registry record and the real commercial process.
For this issue, the practical sequence is: create an authority matrix; document the basis of material decisions; disclose conflicts of interest; maintain corporate records and compliance. Before each step, recheck the competent authority, filing form and current deadline.
- create an authority matrix
- document the basis of material decisions
- disclose conflicts of interest
- maintain corporate records and compliance
Principal risks and common mistakes
The principal risks are: exceeding authority; opaque related-party transaction; ignoring signs of insolvency; mixing company and personal funds. Assess each risk not only by legal outcome but also by time, cost, enforceability and its impact on any other current status.
Where documents conflict, explain and correct the inconsistency first; an unplanned additional filing may deepen the problem.
- exceeding authority
- opaque related-party transaction
- ignoring signs of insolvency
- mixing company and personal funds
Decision plan for the next step
Create one working file containing the chronology, objective, document register, official-source links, deadlines and responsible people. Company director duties and liability in Georgia should not be handled as a form-filling exercise; the final step must fit your facts and risk tolerance.
If the outcome affects liberty, lawful stay, a child, significant property or business continuity, obtain an individual legal assessment before acting.
- Confirm facts and current status
- Recheck the current official source
- Record the deadline and fallback route
- Obtain the written decision or registration evidence
Important noteThis material is general information, not personalised legal advice. Recheck current law, official practice, fees and deadlines against your facts before acting.