When a foreign company decides to operate in Georgia, the first structural question is not how to register but what to register. Georgian law gives a foreign business three distinct ways to establish a presence: a subsidiary, a branch, or a representative (liaison) office. They look similar on the surface, but they sit in completely different places when it comes to legal personality, who carries the liability, what gets taxed, and which preferential regimes you can reach. Choosing the wrong one can lock you out of incentives you wanted — or expose your parent company to risks you never intended. This guide walks through all three so you can land in Georgia with the right structure from day one.

Three ways a foreign company can land in Georgia

Each option answers a different business need. A representative office lets you have feet on the ground without trading — useful for testing a market or building relationships. A branch is a direct extension of your existing company, allowing it to do business in Georgia under the parent’s own legal identity. A subsidiary is a brand-new Georgian company that you own, legally separate from the parent. The right choice depends on whether you want to sell, how much risk you want to ring-fence, and whether you need access to Georgia’s tax regimes. Below we unpack each one in turn.

Representative office — presence without trading

A representative office (also called a liaison office) is the lightest form of presence. Its defining limitation is that it cannot conduct commercial or economic activity. It exists to represent the parent company — handling marketing, liaison, and market research — but it cannot sell, invoice, or generate revenue in Georgia. Think of it as a local outpost for relationship-building and groundwork, not a profit centre.

Because it does not trade, a representative office is the natural choice for a foreign company that wants to study the Georgian market, build local contacts, or coordinate with partners before committing to full operations. The moment you want to actually sell goods or services, however, a representative office is no longer enough — you need a branch or a subsidiary.

Branch — an extension of the parent

A branch is the parent company operating directly in Georgia. Crucially, a branch is not a separate legal person — it is an extension of the foreign parent. That single fact drives everything else about how a branch behaves.

On tax, a branch is treated as a permanent establishment (PE) of the foreign company. It is taxed only on its Georgian-source income — the profit attributable to the activity carried out through the PE — at the standard 15% corporate income tax on that PE income. It does not pull the parent’s worldwide profits into the Georgian tax net; only the income earned through the Georgian operation is in scope. A branch typically needs a resident representative in Georgia to act on its behalf.

Because the branch has no legal personality of its own, the parent company bears its liabilities as a general principle. A debt or claim against the Georgian branch is, in substance, a claim against the foreign parent. A branch can be the right structure when the parent wants to trade in Georgia under its own name and is comfortable carrying that exposure directly — but it does not give you the local regime access that a subsidiary does.

Subsidiary — a Georgian company you own

A subsidiary is a separate Georgian legal person — in practice, an register a Georgian subsidiary (LLC) for your foreign company that the parent owns. Because it is its own legal entity, it is a Georgian tax resident and is taxed under standard Georgian rules: the Estonian-model corporate tax, where the 15% profit tax applies to distributed profit rather than profit as it is earned. Retained and reinvested profit is deferred until it is paid out, which is a meaningful advantage for a company that plans to grow on its own earnings.

The decisive advantage of a subsidiary is regime access. Only a separate Georgian company can tap into Georgia’s preferential regimes — meaning a subsidiary can unlock IT tax privileges a branch cannot, including the Virtual Zone and International Company Status. A branch, as a mere extension of a foreign company, cannot use these. If your Georgian activity is in software, IT services or another sector that benefits from these regimes, a subsidiary is effectively the only route in. It is worth taking time to compare the Virtual Zone and International Company Status regimes before you choose.

A subsidiary also ring-fences liability to the Georgian company as a general principle. The parent’s exposure is, in broad terms, limited to its investment in the subsidiary rather than extending to the parent’s own balance sheet. For a foreign operator who wants a clean liability boundary between the home company and the Georgian operation, this is the key reason to incorporate locally.

At a glance

Option	Separate legal person?	Can trade?	Taxed on	Rate	Parent liability	Local rep	Access to VZ/ICS
Representative office	No	No — liaison only	n/a (no commercial activity)	n/a	Parent bears liabilities	Yes	No
Branch	No	Yes	Georgian-source income (as a PE)	15% CIT on PE income	Parent bears liabilities	Yes (resident rep)	No
Subsidiary (LLC)	Yes	Yes	Distributed profit (Estonian model)	15% on distribution	Ring-fenced to the Georgian company	Director / management	Yes

Tax & permanent-establishment mechanics

The tax treatment of a foreign company in Georgia turns on the concept of a permanent establishment, which follows the OECD Model definition. The rule splits cleanly in two. A non-resident that has a PE in Georgia — a branch is the classic example — pays corporate income tax on its Georgian-source income, the profit attributable to that PE. A non-resident that earns Georgian-source income without a permanent establishment is treated differently: instead of filing and paying CIT on profit, it is subject to withholding tax at source on those payments.

This is why structure matters so much. The same income stream can be taxed as PE profit or as a withheld payment depending on whether you have established a taxable presence. If you intend to operate substantively in Georgia, planning around the PE threshold — and choosing the structure that fits — is central to structure your Georgian presence tax-efficiently.

Which to choose

Test the market: if you are not ready to trade and simply want presence, contacts and research, a representative office does the job without creating a taxable trading footprint.

Full operations under the parent’s name: a branch lets the parent trade directly in Georgia and is taxed as a PE on Georgian-source income — but it offers no liability separation and no regime access.

Liability shield and regime access: a subsidiary ring-fences risk to the Georgian company and is the only structure that can reach the Virtual Zone and International Company Status. For most foreign operators planning real, ongoing business in Georgia, this combination is decisive.

How to register your chosen structure

Registration in Georgia is handled through the National Agency of Public Registry (NAPR). A subsidiary is incorporated as a new Georgian LLC owned by the parent; a branch and a representative office are registered as the in-country presence of the existing foreign company, with the parent’s documents recognised accordingly. Whichever route you take, you will also want to open a corporate bank account for a branch or subsidiary so the Georgian operation can transact locally. Because the exact documents and steps depend on your home jurisdiction and the structure you pick, it is best to confirm the current requirements before filing rather than assume a one-size-fits-all process.

Why most foreign operators pick the LLC subsidiary

When a foreign company intends to do real business in Georgia — not just observe the market — the subsidiary usually wins on the two factors that matter most. First, it is the only structure that ring-fences liability to the Georgian entity, keeping a clean boundary around the parent. Second, it is the only structure that can access Georgia’s preferential regimes, including the IT incentives that a branch is shut out of. A representative office cannot trade, and a branch trades but carries the parent’s liability and no regime access. The LLC subsidiary combines the ability to operate fully, a defined liability boundary, and the broadest tax-planning toolkit — which is why it is the default choice for serious foreign operators.

Disclaimer: This article is for general information only and is not legal or tax advice. Rules and rates may change, and the right structure depends on your specific circumstances. Confirm current requirements with a qualified adviser before acting.