LumenIs there a minimum share capital for an LLC in Georgia?
Checked on
No. Georgia's Law on Entrepreneurs says a limited liability company may have subscribed capital, so capital is optional and no minimum amount is set. If the company has capital, the instrument of incorporation sets the initial amount, in lari. A joint-stock company, by contrast, needs subscribed capital of at least GEL 100 000 at registration.
Key facts
| What | The law says | Source |
|---|---|---|
| Is capital required | No: an LLC “may have” subscribed capital | Law on Entrepreneurs, art. 134(1) |
| Minimum amount | None set for an LLC; with only no-par shares, capital may be any amount | Law on Entrepreneurs, arts. 28, 134(2) |
| Currency | Lari (national currency) | Law on Entrepreneurs, art. 134(3) |
| Who sets it | The instrument of incorporation sets the initial amount; the partners decide changes | Law on Entrepreneurs, art. 134(4) |
| In the registry | Stating the LLC’s capital in the registration data is not always mandatory | NAPR FAQ, “Is the limited liability company or a joint-stock company obliged to indicate the amount of capital …?” |
| Joint-stock company | At least GEL 100 000 of subscribed capital at registration | Law on Entrepreneurs, art. 156(1) |
| Paying a cash contribution | Counts as made when deposited in the company’s bank account | Law on Entrepreneurs, art. 24(2) |
| Partners’ liability | Not liable for the company’s debts, except for abuse of the limited liability form when the company can’t pay creditors | Law on Entrepreneurs, art. 26 |
What the law says
The Law of Georgia on Entrepreneurs says a limited liability company “may have subscribed capital” (art. 134(1)). It doesn’t set a minimum for an LLC. If the company has only shares with a nominal value, its capital is the sum of those values; if it has only shares without a nominal value, the capital may be set at any amount (art. 134(2); art. 28).
When an LLC does have capital, it is stated in lari (art. 134(3)). The instrument of incorporation sets the starting amount, and the partners decide on changes (art. 134(4)). The instrument may also set a minimum contribution for a share (art. 134(5)).
The agency’s FAQ says that stating the amount of an LLC’s capital in the registration data is not always mandatory.
Joint-stock companies are different
A joint-stock company must have subscribed capital of at least GEL 100 000 when it is registered (art. 156(1)). The agency’s FAQ gives the same minimum.
Liability without capital
A partner of a limited liability company isn’t liable to the company’s creditors (art. 26(1)). The exception: a partner who abuses the limited liability form is personally liable if the company can’t satisfy its creditors (art. 26(2)). The company itself is liable with all its assets (art. 123(2)).
Sources
Change history
- : Page created
This is general information, not legal advice, and Lumen is not a law firm. Rules change and offices differ: check the official sources above before you act. Found something wrong or out of date? Write to support@lumen.observer.