A liaison office in Georgia is a good investment option for those foreign investors who want to test the available market by doing the necessary research and engaging with their potential customers prior to starting a business activity in Georgia. The liaison office provides certain advantages and it can be used as an intermediary between the Georgian market, clients and business partners and the parent company abroad. Our company formation agents in Georgia can tell you all about the incorporation procedure for a liaison office and offer you counselling regarding the best business options for your needs.
| Quick Facts | |
|---|---|
| Why open a liaison office in Georgia | It is proper for a foreign company looking to research the local market and interact with potential customers |
|
Mandatory for opening a company in Georgia (YES/NO) |
NO, opening a representative office is not a mandatory requirement if you wish to open a company in Georgia. |
|
Regulations |
– It must not conduct commercial activities, – operates under the guidance of the parent company, – the representative office is not a legal entity |
| Differences from a branch office |
They have different legal statuses; Branch offices are authorized to engage in commercial activities, while liaison offices are not; A branch office is subject to taxes; The incorporation process for a representative office is easier; They have different degrees of liability. |
| Uses for a representative office in Georgia |
– conducting market research, – promoting business activities, – advertising, – providing technical support, – quality control, etc. |
| Incorporation time for a representative office (approx.) |
4 weeks |
| Laws governing liaison offices in Georgia |
Legislative Herald of Georgia |
| Bookkeping |
The liaison office must fulfill its obligation to keep proper financial records and maintain organized bookkeeping in accordance with legal requirements. |
| Liability |
The parent company takes full responsibility for the actions and liabilities of the liaison office. |
| Local bank required (YES/NO) | YES |
| Taxes |
There are no taxes applied to representative offices in Georgia. However, additional costs may be taken into consideration, such as: the employee’s salary, rent, utilities, etc. |
| Share capital |
A liaison office does not require any share capital. |
| Location for the liaison office in Georgia | It can be rented or owned. |
| Advantages |
A representative office works as an extension of its parent company in Georgia; It is a perfect channel of communication between clients and foreign parent company; Conducts market research, valuable for investors before opening a company in Georgia; No taxes apply;
Low maintenance costs. |
| Assistance with opening a representative office in Georgia (YES/NO) | YES, our team can help you with opening a liaison office in Georgia, as well as with company formation. |
Table of Contents
What does a liaison office offer?
A liaison office in Georgia is valuable for those businesses that want to perform certain activities and also want to have a permanent representative office in Georgia.
The types of activities a liaison office can perform are mainly those related to market research and others, including: representation, market research, promotion activities for the parent company and advertising, technical support, regional management services, product sourcing or quality control and others.
Thus, the representative office (or the liaison office) is not a suitable way to enter the Georgian market for those who want to open a company in Georgia and start their business activities immediately after the company is registered.
It can be the ideal step to take for those wishing to start the process of company formation in Georgia in the following years, as the representative office can be used as a way to gather information and establishing business contacts with local investors.
What are the highlights of a representative office in Georgia?
When opening a company in Georgia or setting up another type of structure, such as the liaison office, investors should be aware of the rights, obligations and limitations they will have when operating through the entity of choice.
Below, you can discover some of the main characteristics of a representative office in Georgia:
- the entity can’t develop business activities that are considered commercial in their nature;
- thus, the liaison office can’t sign any commercial contracts with a third party;
- it can’t issue invoices;
- it must have a registered address, as a part of the mandatory steps for company registration in Georgia;
- the liaison office can also select the services of a virtual office for the purpose of having a registered address in Georgia.
Considering its commercial limitations, the liaison office can’t develop any activities related to import-export.
What are the accounting obligations of a Georgian liaison office?
All legal structures in Georgia have to comply with various accounting formalities, and these vary greatly based on the legal entity of establishment. For example, corporate structures that have legal personality must comply with accounting formalities that differ from one structure to another.
For more complex legal entities, there are more complex accounting formalities, while for simpler structures, simpler formalities.
As such, for a liaison office, accounting formalities still exist, but they are rather limited compared to commercial companies. The following are available:
- the liaison office does not have to pay the corporate tax on local income, as it does not apply;
- it is not required to pay the corporate tax on foreign income (also, not applied);
- it does not have to comply with any audit formalities;
- however, it does need to submit its annual accounts with the Georgian tax authorities.
How long does it take to register a liaison office?
The process of company formation in Georgia varies greatly on the entity of interest. In general, the registration process can take minimum 1 week to maximum 4 weeks. In the case of a liaison office, you can expect to complete the process in approximately 4 weeks.
Please mind that you must also open a bank account at a local commercial bank and the duration of this process is also of around 4 weeks (applicable regardless of the company type of choice).
Why establish a liaison office in Georgia?
If the above activities can be useful for your company, then a liaison office is the best choice in terms of operational costs and benefits offered.
A Georgian liaison office cannot perform any business transactions. This type of office is entirely dependent on the foreign parent company and it is also fully funded by the parent company.
Please mind that the liaison office in Georgia is not considered a separate legal entity. Investors have to be aware that this structure is fully dependent on the parent company and, to a certain extent, it has very similar traits with the branch office, which is also 100% subordinated to the parent company abroad.
The main difference between the two structures is that the branch office is set up with the purpose of carrying economic activities by replicating the same business model that the parent company implements in its own country and it other countries where it develops business activities.
However, both structures can be seen as permanent establishments of the parent company abroad, but they also differ when we refer to the taxes that the two structures must pay.
Here, one has to know that the branch office is fully liable for taxation in Georgia, but only for the business operations it generates in Georgia, while the liaison office is mainly exempted from taxation due to the fact that it does not generate taxable income.
However, the liaison office in Georgia may also be required to pay several taxes.
For instance, if the liaison office will hire an employee, which is almost always the case, as there has to be at least one person who will represent the foreign company through the representative office and who will develop specific work activities related to research, technical support, advertising, etc., then the establishment will pay employment taxes.
The liaison office will carry its specific activities in a physical office, and this means that the parent company will have to rent a suitable office space and pay rent accordingly. Besides these costs, the office will need to take into consideration few operating costs – such as utility bills in most of the situations.
Below, our team of consultants in company registration in Georgia has prepared a short presentation on the main tax differences between the branch office and the representative office:
- the branch office may be liable to the payment of the VAT in the case in which it reaches a turnover above GEL 100,000, as it is a commercial entity, unlike the liaison office, which does not have to pay VAT, as it does not develop operations charged with the VAT;
- entities charged with the VAT will need to pay the tax at a rate of 18%;
- the branch office must also pay the corporate tax, which is imposed at the standard rate of 15% (the tax will be charged for the income generated in Georgia), while the liaison office is exempt from paying this tax also;
- the branch must also pay withholding taxes, currently charged at a rate of 5% on the payment of interest and royalties to payments made to non-residents;
- a withholding tax of 10% is charged for transportation services;
- the main tax that both entities have in common is the employment tax, charged at a rate of 20% from the income of the employee.
The liaison office will not require a share capital or expensive incorporation fees. Also, because this type of office does not generate profit of its own, it does not have to be registered for VAT purposes in Georgia.
The registration procedure will be straightforward and our company incorporation experts in Georgia will help you make all the necessary preparations.
As such, your Georgian liaison office can become operational in the shortest amount of time possible. If you want to know more about the investment climate in Georgia or about the types of companies you can register there, please address to our company incorporation agents in Georgia.
The legal framework concerning taxes charged to commercial and non-commercial entities operating here, registered by local investors and foreigners alike, can be verified with the Legislative Herald of Georgia.
However, an in-depth presentation on the matter can also be offered by our team of specialists in company registration in Georgia.
What are the main employment taxes in Georgia?
Although the representative office in Georgia can’t carry out commercial activities, it still needs to pay various taxes, one of them being the employment tax, charged for the income generated for the employees of the liaison office.
Most of the times, the representative office in Georgia will hire minimum 1 employee to handle various operations and, depending on the size of the activities developed, the office may have even more employees.
The current employment tax in Georgia is charged at a rate of 20% and it is applied to all types of establishments that can hire employees, such as:
- Georgian company;
- Georgian permanent establishment of a foreign company (category in which the representative office in Georgia is included);
- Georgian individual entrepreneur (self-employed person);
- Georgian organization.
The employment tax is charged to all entities that can be considered Georgian tax agents, as per the provisions of the Georgian Tax Code, Article 154.
Please mind that the representative office in Georgia can hire foreign workforce. However, if this is the case, immigration formalities should be completed and for this, our consultants in company formation in Georgia remain at your service with information on the main rules.
One of the main requirement for a foreign employee is to obtain a work permit that will allow the person to live in Georgia and develop a work activity for a given amount of time.
How can our specialists help you open a liaison office in Georgia?
Our team can prepare the list of documents you will need when establishing the representative office in Georgia, and can also advise you in any other aspect that you will need during this time.
You can also receive professional representation from our team, as most of the documents are in the Georgian language, and this can become an issue for those who are not familiarized with the local language.
Our team of consultants in company formation in Georgia can also intermediate the process of finding a suitable office space and, of course, can help in the process of signing the rental agreement.
You can rely on our team on any other matter that can be of interest when setting up a business in this country, including on tax advice and information on the accounting regulations applicable here.
The liaison office will have to go through the same registration steps that are applied when a foreigner wants to open a company in Georgia, with few differences, given the nature of this type of business venture.
Our consultants can provide step-to-step assistance and can prepare the documentation for the registration, through the power of attorney, which is a legal document that grants the right to representation.
Through this document, our team can help you open a business in Georgia of any kind without the foreigner being required to complete all these steps by himself/herself.
The power of attorney can be signed for a particular legal step or for all the steps involved in the process of registering a legal entity. You can also rely on us if you want to relocate employees to work in the liaison office.
Although the liaison office will not have as many documents as a regular business, there is still legally required to maintain the bookkeeping of the office.
Thus, contracts, employment agreements, paychecks, the payment of various taxes, etc., can fall under the supervision of our accountants in Georgia, who can submit the necessary documents with the local institutions, as per the applicable law.