Cross-Border Transfer of a Company’s Registered Office in Georgian Corporate Law

Abstract

The main purpose of the research is to investigate the fundamental, founding legal issues of a new institute in Georgian Corporate Law – cross-border transfer of company’s registered office or redomiciliation. Namely, the aim of this research is to explore issues such as the essence of redomiciliation, significance, preconditions for its implementation, the process of redomiciliation, legal consequences. This article only examines the legal side of redomiciliation and not other issues related to the
cross-border transfer of a company’s registered office, such as, for example, issues of preferential tax regime. The study developed the concept of redomiciliation, namely, redomiciliation. This is the cross-border conversion of an enterprise, which means the transformation of an enterprise registered in Georgia into an enterprise of another country by transferring registration in that country, or the transformation of a foreign enterprise into a Georgian enterprise by registering in Georgia, as a result of which an enterprise is considered to be the legal successor of the original, pre-redomic enterprise. The study revealed that redomiciliation have not been implemented in practice to date, one of the obstacles to which is the lack of a clear procedure for its implementation and the existing practice of the National Agency of Public Registry. In addition, the less interest of foreign companies in redomiciliation should probably be explained by the fact that starting a new company or opening a branch in Georgia is more attractive due to the simplicity of establishment than redomiciliation, which is a much more complicated and unclear procedure. The future task is to strengthen the legal framework of redomiciliation, in particular, to adopt a by-law regulating the concrete rules and conditions for the implementation of redomiciliation. It is also desirable to consider the concept of redomiciliation at the legislative level.