GEORGIA Law and Practice Contributed by: Tamar Jikia and Archil Giorgadze, Andersen in Georgia
4.11 Disclosure of Payments to Directors/Officers
The data registered with the Registry (as defined below), including information on shareholders in relation to the limited liability companies, is public. Any person has the right to access this data and obtain an extract from the registration authority. Electronic copies of the documents submitted during the registration process are published on the central electronic platform of the registration authority and are available for free. Information about shareholders in joint stock companies is not public and cannot be accessed through the Registry’s data. These companies maintain their own shareholders’ registry as an internal document, which is avail - able only upon request. A joint stock company with more than 50 shareholders must maintain its shareholders’ register through a licensed securities registrar. 5.2 Role of Shareholders in Company Management Shareholders can be actively involved in the management of a company. As a rule, they adopt material decisions regarding the company, such as its reorganisation, liquidation and decisions relating to its capital. However, the sharehold - ers may wish to undertake a more active role in the management. In such a case, the charter may envisage operational decisions that cannot be taken without shareholder approval, such as the following: • investments; • taking out loans; • selling the company’s business; and • certain transactions with a value higher than a specific threshold. The shareholders are able to direct the manage - ment of a company to take, or refrain from tak - ing, certain actions in the business. However,
A company does not have to make disclosures in relation to the remuneration, fees or benefits payable to directors and officers. 5. Shareholders 5.1 Relationship Between Companies and Shareholders This relationship is primarily defined by the rights and obligations of shareholders, the structure of company management, and the mechanisms for shareholder participation in company decisions envisaged under applicable law or the charter of the company. Shareholders have several key rights, including the right to participate in general meetings, vote on important company matters, receive divi - dends, and access company information. They also have the right to dispose of their shares freely, unless otherwise restricted by the com - pany’s charter. Shareholders are obligated to make contribu - tions for their shares and provide updated infor - mation to the company or the licensed securities registrar. They must also comply with any addi - tional duties specified by law or the company charter. As a general rule of limited liability, shareholders of a joint stock company and of a limited liability company shall not be liable for the obligations of the company. However, shareholders of a joint stock company and of a limited liability company shall be liable if they abuse the rule of limited liability, in which case their joint and unlimited liability for the company obligations may be determined by the competent court.
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