Re-registration of companies in Georgia has become a highly relevant issue, driven by the need to align corporate documentation with the new “Entrepreneurs’ Law”. For joint-stock companies (JSCs), this process presents particular challenges, especially concerning extraordinary meetings and proper submission of founding documents to the registering authority.
Here, we outline Recommendation #1, a step-by-step procedure for preparing registration documents for joint-stock companies to ensure compliance:
Step 1: Hold a Supervisory Board Meeting
The process begins with a Supervisory Board meeting. During this meeting:
– The Supervisory Board must issue a recommendation to convene an extraordinary general meeting.
– The agenda for the general meeting should be determined.
Step 2: Define the Agenda for the Extraordinary General Meeting
The following items must be included in the agenda:
1. Convening the extraordinary general meeting.
2. Approval of Founding Documents:
– Approve the founding agreement.
– Amend or approve the charter to comply with the new “Entrepreneurs’ Law.”
3. Supervisory Board Composition:
– Address the issue of increasing and approving the number of Supervisory Board members.
– If the Supervisory Board has not been elected for a specified period, the agenda must include:
– Election of the chairman and deputy chairman (if applicable).
– Appointment of members for a 3-year term, as required by law.
Step 3: Draft and Submit Minutes and Founding Documents
In the minutes of the Supervisory Board meeting, clearly specify:
– The person(s) responsible for submitting:
– The meeting minutes.
– The Supervisory Board minutes.
– The founding documents to the registering authority.
– This may include the company director, lawyer, or another authorized representative.
What’s Next?
Recommendation #2 will provide detailed instructions for the application form to invite shareholders to the general meeting. This is the second step in the re-registration process and crucial for ensuring compliance with legal requirements.
By following these steps, joint-stock companies in Georgia can streamline the re-registration process and avoid potential legal complications. Stay tuned for further recommendations to make the process smoother and more efficient.