GEORGIA Law and Practice Contributed by: Tamar Jikia and Archil Giorgadze, Andersen in Georgia
Andersen in Georgia 17th Floor, Office 65 Hausart Plaza 60 Ilia Chavchavadze Avenue Tbilisi Georgia Tel: +995 322 206 630 Email: info@ge.andersen.com Web: ge.andersen.com
1. Introductory 1.1 Forms of Corporate/Business Organisations
Securities (adopted on 14 January 1999) regu - lates securities and entities trading on capital markets. A prominent example of a regulatory order is the Corporate Governance Code adopt - ed by the National Bank of Georgia. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Companies with shares that are publicly traded shall be set up with a two-tier board system. Generally, in companies, other than banks, there is no requirement to have independent board members or to observe gender quotas. Key requirements for such companies include the following. • Supervisory board – Publicly traded compa - nies shall establish a supervisory board com - prising at least three members and not more than 21 members. The supervisory board oversees the activities of the management body and ensures compliance with corporate governance standards. • Audit committee – Public-interest entities shall establish an audit committee within the supervisory board, which includes at least one independent member. The audit commit -
The principal forms of corporate/business organisations in the Georgian jurisdiction are: • limited liability company;
• joint stock company; • limited partnership; • general partnership; • co-operative; • individual entrepreneur.
Limited liability companies and joint stock com - panies are most widely used. They both provide shareholders with limited liability. 1.2 Sources of Corporate Governance Requirements The principal sources of corporate govern - ance requirements for companies in Georgia are provided by statutory provisions or orders/ ordinances of various regulatory authorities. The Law of Georgia on Entrepreneurs (adopted on 2 August 2021) is the principal source of law on corporate governance requirements and regu - lates all forms of business organisations existing in Georgia. Furthermore, the Law of Georgia on
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