GEORGIA Law and Practice Contributed by: Tamar Jikia and Archil Giorgadze, Andersen in Georgia
Financial Reporting Standards (IFRS) for finan - cial reporting. In addition, major decisions, such as amend - ments to the charter, reorganisation and divi - dend distribution, must be approved by the general meeting and documented. Information about the composition of the supervisory board, including the election of the chairperson and any changes, must be disclosed. The management body is required to prepare annual accounts and a business report, includ - ing a proposal for using net profit, and submit them to the supervisory board and general meeting for approval. These documents must be published on the company’s website (if any) at least one week before the annual meeting and In Georgia, the National Agency of Public Reg - istry, under the Ministry of Justice (the “Regis- try” ), is responsible for the incorporation and registration of companies. Companies must file an incorporation agreement, which includes the company’s charter and essential data such as the company name, legal address, and identifi - cation data of each shareholder. A separate writ - ten consent from individuals with management and representative powers must also be submit - ted unless included in the incorporation agree - ment. An application for registration, signed by authorised persons and accompanied by neces - sary documents, is also required. Any changes in registered data, such as amendments to the charter or changes in the management body, must be registered with the Registry. displayed at the company’s office. 6.3 Companies Registry Filings The data registered with the National Agency of Public Registry is public, and any person can access this data and obtain an extract. Elec -
tronic copies of registration documents are pub - lished on the central electronic platform and are available for free. Failing to make the required filings can result in the suspension of registration, restricting the company’s representative powers, property disposal rights, tax operations, bank account management and credit access. Continued non-compliance can lead to the revocation of the company’s registration and subsequent liq - uidation. The management body may also face administrative liability for failing to fulfil disclo - sure obligations. The Registry has supervisory powers to ensure compliance with registration requirements. It verifies compliance, identifies defects in regis - tered data, and grants the status of a company with a defect, suspending the validity of the registered data until the defect is remedied. The registration authority must be informed of any changes in registered data and is responsible for publishing electronic copies of registration documents and ensuring public access to this information. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors Certain reporting companies (such as commer - cial banks) must appoint external auditors in connection with their financial statements. Their names must be disclosed. The right to appoint the external auditor is reserved to the general shareholders’ meeting. External auditors are allowed to provide non-auditing services and this might undermine their independence. Rota - tion of the external auditor is not required.
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