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Managing Directors/Board of Directors

Limited Liability Companies (“LLC”) and Joint Stock Companies (“JSC”) are governed and legally represented by a single Managing Director (“MD”). The MD is solely authorized to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. The MD runs the day-to-day business of the Company and takes decisions on all matters with the exclusion of matters which pursuant to the Articles of Association (“AoA”) or Shareholders’ Resolutions are reserved for decision-making by the General Meeting (“GM”) or the Supervisory Board ("SB"), if any. If the Company has more than one MD, who may be organized in a Board of Directors (“BoD”), representational powers may be either joint or several, as provided by the AoA or Shareholders’ Resolutions. The AoA or Shareholders’ Resolutions may also provide for joint or several representation powers of MDs and of a special proxy representation (in Georgian: “პროკურისტი”).

[...]

Division of Duties: The MD/BoD has the power to take and implement all measures necessary or useful to accomplish the Company’s corporate purpose. Certain types of transactions shall only be entered into with the prior consent of Shareholders or the Supervisory Board (“SB”), if applicable, as it will be stipulated in the AoA or Shareholders’ Resolutions. The MDs/BoD shall exercise its powers and discharge its duties with the care and diligence that a reasonable person might be expected to exert in the role, otherwise, the MD/BoD member will be personally liable for the damages incurred by the Company.

Composition: In both LLCs and JSCs, MDs, if more than one, are not required to be organized in a BoD. Hence, the establishment of a BoD is fully optional and is to be determined under the AoA or a Shareholders’ Resolutions. MD/BoD members may be either a natural or a legal person.

Appointment/Dismissal Competence: In general, the MD is appointed/dismissed by way of a Shareholders’ Resolution (by simple majority vote unless otherwise provided by the AoA) adopted at a GM or in lieu thereof. If the Company has an SB, the MD appointment/dismissal is as a rule within the competence of the SB.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Georgia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with BGI Legal before actually changing any board members in Georgia.

Appointment by General Meeting
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Chairman of the SB (if established), the MD/BoD member, or Shareholder who is convening the GM.

At least 20 calendar days prior to the GM.

Yes, convening notice shall be sent to the Shareholders by registered mail.

No.

Yes, if all Shareholders concur. 

Convening of GM shall not be mandatory if a sole Shareholder with more than 75% of the votes solely decides on the issues to be discussed at the GM, documented under a written resolution, notarized/certified.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM (the SB Chairman (if established), in his/her absence the Deputy Chairman or a MD/BoD member).

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, unless signed directly in LEPL National Agency of Public Registry in which case signature will be certified by the Agency’s officer.

Yes, if all Shareholders concur to pass a written circular resolution, subject to notarization/certification of signatures. 

Please see above.
3

Filing application with LEPL National Agency of Public Registry.

(i) Application in written form;

(ii) Minutes of the GM

(or written circular resolution or written resolution of the Shareholder holding 75% or greater percentage of Shares);

(iii) Written consent of the MD/BoD member for the appointment.

Yes, to be signed by the person authorized to file application (the MD/BoD member or an individual authorized on the basis of a PoA (in which case PoA must also be filed)).

No specific requirements.

Yes.

Yes, all mentioned documents (other than the application form), unless signed directly in LEPL National Agency of Public Registry in which case the signature will be certified by the Agency’s officer.

No.

Appointment will not be effective before it is duly registered (the processing time with the Registry is often no more than 1 day).
1
Step 1
>20 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-20 days**

*However, less than 20 days is possible if Step 1 is waived.

**The need for notarization may take additional time.
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Appointment by Supervisory Board
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, to be signed by the Chairman of the SB.

At least 8 calendar days prior to the SB Meeting.

As stipulated in the AoA.

No.

Yes, if so stipulated in the AoA.
2

SB Meeting.

Minutes of the SB Meeting.

Yes, to be signed by the Chairman of the SB or Deputy Chairman, in his/her absence.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, unless signed directly in LEPL National Agency of Public Registry in which case signature will be certified by the Agency’s officer.

Yes, if so stipulated in the AoA in which case the SB members may pass a written circular resolution subject to notarization/certification of signatures.
3

Filing application with LEPL National Agency of Public Registry.

(i) Application in written form;

(ii) Minutes of the SB Meeting or circular resolution;

(iii) Written consent of the MD/BoD member for the appointment.

Yes, to be signed by the person authorized to file application (the MD/BoD member or an individual authorized on the basis of a PoA (in which case PoA must also be filed)).

No specific requirements.

Yes.

Yes, all mentioned documents (other than the application form), unless signed directly in LEPL National Agency of Public Registry in which case the signature will be certified by the Agency’s officer.

No.

Appointment will not be effective before it is duly registered (the processing time with the Registry is often no more than 1 day).
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-8 days**

*However, less than 8 days is possible if Step 1 is waived.

**The need for notarization may take additional time.
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Dismissal by General Meeting
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes by the Chairman of the SB (if established), the MD, or Shareholder who is convening the GM.

At least 20 calendar days prior to the GM.

Yes, convening notice shall be sent to the Shareholders by registered mail.

No.

Yes, if all Shareholders concur. 

Convening of GM shall not be mandatory if a sole Shareholder with more than 75% of the votes solely decides on the issues to be discussed at the GM, documented under a written resolution, notarized/certified.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM (the SB Chairman (if established), in his/her absence the Deputy Chairman or a MD/BoD member).

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, unless signed directly in LEPL National Agency of Public Registry in which case signature will be certified by the Agency’s officer.

Yes, if all Shareholders concur to pass a written circular resolution, subject to notarization/certification of signatures.

Please see above.
3

Filing application with LEPL National Agency of Public Registry.

(i) Application in written form;

(ii) Minutes of the GM

(or written circular resolution or written resolution of the Shareholder holding 75% or greater percentage of Shares).

Yes, to be signed by the person authorized to file application (the MD/BoD member or an individual authorized on the basis of a PoA (in which case PoA must also be filed)).

No specific requirements.

Yes.

Yes, all mentioned documents (other than the application form), unless signed directly in LEPL National Agency of Public Registry in which case the signature will be certified by the Agency’s officer.

No.

Dismissal will not be effective before it is duly registered (the processing time with the Registry is often no more than 1 day).
1
Step 1
>20 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-20 days**

*However, less than 20 days is possible if Step 1 is waived.

**The need for notarization may take additional time.
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Dismissal by Supervisory Board
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, to be signed by the Chairman of the SB.

At least 8 calendar days prior to the SB Meeting. 

As stipulated in the AoA. 

No.

Yes, if so stipulated in the AoA.
2

SB Meeting.

Minutes of the SB Meeting.

Yes, to be signed by the Chairman of the SB or Deputy Chairman, in his/her absence.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, unless signed directly in LEPL National Agency of Public Registry in which case signature will be certified by the Agency’s officer.

 Yes, if so stipulated in the AoA in which case the SB members may pass a written circular resolution subject to notarization/certification of signatures.
3

Filing application with LEPL National Agency of Public Registry.

(i) Application in written form;

(ii) Minutes of the SB Meeting or circular resolution.

Yes, to be signed by the person authorized to file application (the MD/BoD member or an individual authorized on the basis of a PoA (in which case PoA must also be filed)).

No specific requirements.

Yes.

Yes, all mentioned documents (other than the application form), unless signed directly in LEPL National Agency of Public Registry in which case the signature will be certified by the Agency’s officer.

No.

Dismissal will not be effective before it is duly registered (the processing time with the Registry is often no more than 1 day).
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-8 days**

*However, less than 8 days is possible if Step 1 is waived.

**The need for notarization may take additional time.
Download/print Checklist Fee quote
Fee quote

BGI Legal has provided all input about changing board members in Georgia. BGI Legal is one of the largest [...] in Georgia with the extensive legal expertise in all aspects of contentious and non-contentious practice. BGI Legal offers an unparalleled diversity and breadth in its ability to guide clients in the increasingly sophisticated environment of Georgia`s fast-paced economic and legal development.

For more information about BGI Legal and changing board members in Georgia, please use the below contacts:

CONTACT: Lasha Gogiberidze, Senior Partner
TEL: +995 322 470 747
EMAIL: lasha.gogiberidze@bgi.ge
WEB: www.bgi.ge