How to Notarise Company Resolutions in Georgia

A company resolution can look straightforward: a director or shareholder approves a change, signs a document, and expects the next filing or transaction to proceed. In Georgia, the difficult part is often determining whether you need notarisation at all, whose signature must be certified, and whether the receiving authority also requires a Georgian translation, apostille, or legalisation. For foreign-owned businesses, one incorrect assumption can delay a bank matter, property transaction, registry filing, or cross-border deal.

This practical guide explains how to notarise company resolutions in Georgia and how to prepare the documents properly before you attend a notary.

First, check whether notarisation is actually required

Not every corporate resolution requires notarisation. Many internal decisions of a Georgian company can be signed and retained in the company’s records without a notarial act. The requirement depends on the type of company, its charter, the nature of the decision, the counterparty’s compliance rules, and the procedure being completed.

Notarisation is commonly requested where a resolution supports a high-value transaction, authorises a representative to act, confirms a change involving company rights or assets, or will be used outside Georgia. A bank, public authority, buyer, foreign registry, or overseas notary may impose its own formal requirements even if Georgian corporate law does not require the resolution itself to be notarised.

Do not treat a notarised signature as proof that the underlying decision is legally valid. A notary generally verifies identity, authority, capacity, and the signature process. The company must still have adopted the resolution correctly under its charter and applicable law. If shareholders did not receive proper notice, the voting threshold was not met, or the signatory lacks authority, notarisation will not repair the defect.

Confirm the company’s decision-making rules

Before preparing the final document, check the company’s charter and current registration details. A limited liability company may require a decision of the partner or partners, while a joint-stock company may require action by shareholders, the supervisory board, or the director, depending on the matter.

The resolution should make clear who made the decision and on what authority. Where there is one shareholder, a sole shareholder resolution is usually appropriate. Where there are several shareholders, use a written shareholders’ resolution or minutes that accurately record the vote, attendance, and required majority.

The resolution should state the company’s full registered name, identification number, registered address, date and place of the decision, and the details of every person signing. It should describe the decision precisely. Broad wording such as “the director may deal with all matters” can create avoidable objections, particularly for property, lending, banking, and cross-border mandates.

If a representative will sign contracts or submit documents for the company, specify the representative’s full name, passport or personal number, the scope of authority, and any time limit. A resolution and a power of attorney are not always interchangeable. The receiving institution may need both.

Prepare the correct documents for the notary

A Georgian notary will need enough information to identify the company and confirm that the person appearing has the right to sign. Requirements can vary according to the transaction, but a well-prepared file normally includes the following:

• the final company resolution in the required language;

• a recent extract from the Georgian business registry;

• the company charter, where authority or voting rules need to be checked;

• valid passport or Georgian ID documents for signatories;

• documents confirming the appointment of the director or authorised representative, if this is not clear from the registry;

• a power of attorney if someone is acting for a shareholder or company; and

• certified Georgian translations of foreign-language documents where required.

Bring originals, not just scanned copies, unless the notary has confirmed that an electronic or certified copy is acceptable. Names must match across the passport, registry extract, charter, resolution, and power of attorney. Seemingly minor differences in spelling, transliteration, or date of birth can stop a signing appointment.

How to notarise company resolutions: the signing process

Once the document and supporting file are ready, arrange an appointment with a Georgian notary. The signatory normally attends in person with their original identification document. If a signatory does not speak Georgian, interpretation may be needed so that the notary can be satisfied that the individual understands the act they are signing.

At the appointment, the notary reviews the document, confirms identity, checks the signatory’s authority, and witnesses or certifies the signature as appropriate. The notary may amend the wording of the certification clause or request further evidence of corporate authority. This is not a delay tactic. It is a professional safeguard that helps ensure the document can be relied on later.

The notarial fee and timing depend on the act required, the volume of documents, language needs, and urgency. Simple signature certification may be completed quickly when all papers are correct. Complex files involving foreign shareholders, multiple signatures, or translation issues require more preparation. For urgent transactions, prepare the entire corporate file before booking the appointment rather than trying to resolve authority questions at the notary’s desk.

Foreign shareholders and directors: the extra steps

International businesses often face an additional chain of formalities. If a foreign company is the shareholder, you may need its corporate extract, constitutional documents, board or shareholder resolution, and proof that the individual signing for it has authority. Documents issued abroad may need apostille or consular legalisation before they can be accepted in Georgia.

An apostille and notarisation are different acts. Notarisation concerns the execution or certification of a document. An apostille verifies the authenticity of the signature and seal on a public document for use in another Hague Convention country. If the country is not part of the Apostille Convention, consular legalisation may be required instead.

Translation is equally significant. Foreign documents used before a Georgian authority or notary commonly need a Georgian translation, and the translation may need notarisation or certification depending on its intended use. Conversely, a Georgian resolution destined for a foreign authority may need a certified translation and apostille after notarisation. The correct sequence matters, so establish the destination country’s requirements before signing.

Remote participation can also be challenging. A foreign shareholder may issue a power of attorney, but the power must be valid in Georgia and drafted broadly enough for the intended corporate action. A document signed abroad may require local notarisation, apostille or legalisation, and Georgian translation before it can be used. Allow time for each stage.

Common mistakes that create avoidable delays

The most frequent problem is using a generic template that does not reflect the company’s actual ownership, charter, or transaction. Templates can be useful starting points, but a property purchase, share transfer, banking mandate, and director appointment each carry different authority requirements.

Another common error is signing too early. If the notary must witness a signature, do not pre-sign the final original unless instructed otherwise. It is also risky to assume that a director can sign every document without a shareholder decision. The registry entry may show management authority, but the charter or transaction documents may require a separate corporate approval.

Finally, do not confuse registry filing with notarisation. A notarised resolution may support a filing with the National Agency of Public Registry, but it does not automatically update the registry. Conversely, some registry procedures may have their own submission forms and signature rules. Treat these as related but separate steps.

A controlled approach for cross-border transactions

For an overseas owner, the efficient route is to identify the end use first: a Georgian filing, a bank requirement, a real-estate transaction, or use abroad. Then review the charter, prepare a transaction-specific resolution, collect evidence of authority, arrange translations, and confirm the notary’s requirements before the signatories attend.

OneClick Legal supports international clients through this process by coordinating corporate documents, notarial appointments, certified translations, apostille and legalisation steps, and registry-related formalities in Georgia. The aim is not merely to obtain a stamp, but to produce a document package that the receiving party can accept with confidence.

A properly prepared resolution protects the transaction and the people signing it. When the purpose, authority, language, and cross-border formalities are addressed in the right order, notarisation becomes a controlled administrative step rather than a last-minute obstacle.