Suspended Georgian company registrations: what foreign owners need to do before April 2027

Georgia’s company-registration transition has moved from a paperwork exercise to an operational issue. The National Agency of Public Registry (NAPR) says entities whose registration was suspended on 1 April 2026 can restore their status by updating their registration data by 1 April 2027. A suspended record can affect a property sale, a bank payment, a tax filing or an ongoing deal with a foreign parent or lender.

The compliance period relates to the Law of Georgia on Entrepreneurs, which took effect on 1 January 2022. The 2026 date was the end of the transition period for older entities, not a newly enacted company law. NAPR’s June notice describes the consequences and restoration route. The current consolidated law sets out the suspension consequences and a further cure process beginning in 2027.

Which businesses should check their status

The requirement applies to undertakings registered before the new Law on Entrepreneurs took effect, other than individual entrepreneurs. NAPR identifies limited liability companies, joint-stock companies, general partnerships, limited partnerships, cooperatives and branches of foreign enterprises.

NAPR says the update requirement does not apply to individual entrepreneurs, non-entrepreneurial (non-commercial) legal entities, or branches of foreign non-commercial entities. Do not infer that a company is covered or exempt solely from its trading name: check its legal form, registration date and current registry record.

What suspension means in practice

Article 254 of the Law on Entrepreneurs links failure to complete the transition with suspension of the entity’s registration. The law says an extract will no longer be issued. It also restricts the representative powers of the persons registered to act for the entity and the entity’s ability to dispose of property, participate in tax operations, manage a bank account, open a new account, dispose of funds in an account or obtain credit.

That can interrupt more than a future corporate filing. For example, a company might be unable to complete a transaction involving Georgian real estate or provide a current extract requested for financing or due diligence. A group’s foreign parent may discover the issue only when a routine banking or tax step is attempted. NAPR’s notice specifically lists these operational restrictions.

The restoration window and the 2027 process

NAPR announced on 4 June 2026 that suspended entities can restore status by bringing the registration data into compliance by 1 April 2027. The filing may be made by an authorised person based on the relevant registration documents at a Public Service Hall, a territorial NAPR office, an authorised NAPR service provider or remotely through my.gov.ge.

The law says registration is restored once the compliance obligation is fulfilled. It also provides that, from 1 January 2027, the registration authority will issue a decision identifying a registration defect for an entrepreneur that has not complied and set a three-month period to remedy it. If the required application is not submitted within that period, the law allows a decision revoking the entity’s registration, followed by the applicable liquidation process. NAPR’s stated restoration date and the law’s decision-and-cure sequence should be reviewed together; owners should not treat the suspension as harmless or wait until the final day to investigate.

A practical check for foreign owners and counterparties

Start with the official record for the Georgian entity or branch, rather than a group chart or an old extract. If suspension appears, identify the people who have authority to submit the update, locate the entity’s registered charter and resolutions, and check what change is required to bring its records into line with the current Law on Entrepreneurs.

Before a time-sensitive transaction, coordinate the registry work with the entity’s bank, accountant, tax adviser and any counterparty requiring proof of authority. After filing, obtain and check a current extract and confirm that the entity’s powers and record have been restored. A filing receipt alone may not answer every operational question.

The precise documents, approvals and filing route depend on the entity’s legal form, old charter, ownership and branch status. A review is especially useful before a property transfer, refinancing, sale of shares, director change or other step where a suspension could delay closing.

A practical sequence for restoring the record

Start with the entity’s current registry page and extract. Confirm whether the record is shown as suspended, when that entry was made, the entity’s exact legal form and registration date, and who is listed as having representative authority. For a branch of a foreign enterprise, also identify the parent company’s records and the person authorised to act for the Georgian branch. Do not rely on a group directory, tax certificate or an extract obtained before the suspension date.

Next, compare the existing charter and registry data with the requirements of the current Law on Entrepreneurs. Article 254 addresses how the founders’ decision is to be approved: the vote threshold is determined by the general rule in the latest charter registered before 1 January 2022. If that charter sets a higher threshold for a particular matter, the higher threshold generally applies. The law also allows the general statutory threshold if the relevant provision is carried into the new incorporation document unchanged and does not conflict with law. This detail can matter where partners are abroad, the charter has a supermajority clause, or the ownership structure has changed since the old documents were filed.

Then prepare the resolution and updated registration materials for the entity’s form. Check whether there are separate decisions about the instrument of incorporation, registered address, managers or representative powers. Confirm that the people signing have authority and that any foreign corporate document is in the form NAPR will accept. Where partners need to approve the documents, build in time for identity checks, notarisation or other certification that the actual filing route may require. The current filing instruction and NAPR service channel should be checked for the particular case; the public notice does not replace a transaction-specific document list.

An authorised person may submit the materials at a Public Service Hall, a territorial NAPR office, through an authorised NAPR service provider or remotely through my.gov.ge. Once the record is updated, obtain the new extract and inspect it for the correct status, charter, managers and representative powers. The company should then ask its bank and tax adviser whether they need refreshed documents to restore ordinary operations, and notify counterparties if a suspended status affected an ongoing deal.

Hypothetical example: a foreign-owned LLC holding property

Assume a foreign investor formed a Georgian LLC in 2020 to hold a commercial unit. The LLC has operated little in recent years, and its director assumes the entity is current because the property still appears in the Public Registry. In October 2026, a buyer asks for a current company extract and a bank requests fresh authority documents before releasing funds. The LLC’s business registration is found to be suspended because it did not bring its records into line with the 2022 law by 1 April 2026.

The LLC should not try to solve this only by presenting its old extract or asking the director to sign the sale contract. Under the suspension rules, the director’s representative power and the company’s ability to dispose of property are restricted. The partners need to confirm the registry status, approve and submit the compliant documents using the applicable voting rule, and obtain confirmation that the registration has been restored. The sale and bank steps can then be rescheduled against the new record. This is an illustration of the legal sequence, not a claim about any particular company or a guarantee that a filing will be accepted by a certain date.

Questions foreign owners often ask

Does the deadline apply only to active companies?

The transition rule is framed by legal form and registration date, not by whether the company traded in a recent year. NAPR lists covered entity types registered before 1 January 2022 and separately identifies exclusions. A dormant entity that owns property, shares or other assets should therefore check its own registry record rather than assume inactivity removes the requirement.

Does suspension automatically liquidate the company?

No. Suspension and revocation are separate stages. The current law says the register is restored when the compliance obligation is fulfilled. From 1 January 2027, the registration authority will begin issuing decisions identifying registration defects to entrepreneurs that remain non-compliant and set a three-month cure period for each affected entity. If the required application is not submitted within that period, the law allows the authority to revoke the registration, which may lead to liquidation under the statutory procedure. The fact that a company remains visible in a database does not mean its representatives can exercise normal powers during suspension.

Can a foreign parent file from abroad?

NAPR says an authorised person may apply remotely through my.gov.ge or use a Public Service Hall, NAPR office or authorised service provider. That does not mean every overseas shareholder can submit without a valid authorisation, suitable electronic access or the required company decisions. Confirm who is legally authorised and what authentication is needed for documents executed outside Georgia.

What if a sale, loan or tax filing is already in progress?

Check the registry status and legal authority immediately, then coordinate with the relevant bank, accountant, counterparty or adviser. Avoid signing or relying on documents from a representative whose powers are restricted. The right repair depends on the transaction stage and any contractual conditions, so obtain a case-specific review before attempting to close.

For an individual review of a Georgian company or foreign-company branch, contact Advokato for a consultation or message us on WhatsApp at +995 574 355 888.

This article is general information, not personalised legal advice. Confirm the current register entry, filing requirements and deadline for the particular entity before acting.