Fiduciary Services in Georgia

International business sometimes requires more than company registration or the appointment of a local director. An owner, investor or corporate group may need a trusted person in Georgia to hold property, exercise corporate rights, represent a company, implement shareholder decisions or administer a defined asset or legal interest.

Nominee.ge provides fiduciary and corporate representation solutions structured around Georgian law, written agreements and clearly defined limits of authority.

Our approach is straightforward: a fiduciary arrangement should protect legitimate business interests, not conceal the real beneficial owner or create artificial anonymity.

Fiduciary and Corporate Services We Can Structure

• Fiduciary holding and administration of property or corporate interests
• Nominee shareholder arrangements
• Nominee and professional director services
• Corporate mandates and representation
• Exercise of shareholder rights
• Management of defined corporate or ownership matters
• Powers of attorney and authorised representation
• Corporate governance and reserved-matters arrangements
• Administration and safekeeping of corporate documentation
• Transition, replacement and termination of fiduciary arrangements

Every proposed structure should be reviewed according to its purpose, the assets involved, the client's business activity and applicable KYC, AML, tax, banking and regulatory requirements.

What Does “Fiduciary” Mean Under Georgian Law?

The expression fiduciary services is commonly used internationally for arrangements in which one person is entrusted to act for another person or to hold or administer property in another person's interests.

Georgia is a civil-law jurisdiction. A Georgian fiduciary structure should therefore not simply reproduce an English, offshore or other common-law trust agreement.

Georgian legislation nevertheless provides several mechanisms capable of performing fiduciary functions, including entrusting property under a trust agreement, mandate relationships, corporate management, representation, powers of attorney and contractual arrangements governing shares and shareholder rights.

Trust Agreement and Entrusting Property in Georgia

The Civil Code of Georgia expressly regulates the concept of entrusting property.

Under Article 724 of the Civil Code of Georgia, under a trust agreement the trustor assigns property to the trustee, who holds and manages that property in the interests of the trustor.

This creates an express statutory basis in Georgian law for certain fiduciary property arrangements. It should not, however, automatically be treated as identical to an English-law or other common-law trust. The legal consequences depend on the asset, registration requirements, taxation, contractual terms and the rights of third parties.

The Trustee Acts in His or Her Own Name

Under Article 725 of the Civil Code, the trustee manages the entrusted property in the trustee's own name, but at the expense and risk of the trustor.

In relations with third parties, the trustee may exercise the owner's rights. The trustee may also bear liability where entrusted property is managed contrary to the interests of the trustor and without the required degree of diligence.

A genuine fiduciary holder is therefore not simply a name inserted into a document. The position may involve real rights, contractual responsibilities and potential liability.

Economic Benefit and Remuneration

Georgian civil law also regulates the economic relationship between the parties. Unless otherwise agreed, the trustee is not automatically entitled to remuneration, while expenses connected with the entrusted property are generally borne by the trustor. The economic fruits of the trust are retained by the trustor.

Professional fiduciary services should therefore normally be supported by a separate written agreement defining remuneration, expenses, duties and practical procedures.

Written Agreement

Georgian law requires a trust agreement to be concluded in writing.

A professionally prepared fiduciary agreement should normally regulate:

• The precise property, shares or rights being entrusted
• The purpose of the arrangement
• Permitted and prohibited transactions
• Instructions and approval procedures
• Voting rights and corporate actions
• Distributions and economic benefits
• Reporting obligations
• Confidentiality
• Expenses and professional fees
• Liability and indemnification
• Conflicts of interest
• Termination
• Transfer or return of the entrusted property

Fiduciary Mandate and Representation

Not every fiduciary service requires legal ownership of an asset to be transferred.

For many corporate and commercial matters, a mandate, power of attorney or other representation arrangement may be more appropriate.

Under Article 709 of the Civil Code of Georgia, a mandatary may be entrusted to perform one or more actions on behalf and at the expense of the mandator.

Georgian mandate provisions also establish obligations concerning instructions, reporting, accounting, confidentiality and the return of property or benefits received through performance of the mandate.

These rules can form part of a robust legal structure for professional corporate representation and other entrusted business activities.

Nominee Shareholder and Fiduciary Ownership Structures

A nominee shareholder arrangement may be appropriate where a client has a legitimate commercial reason for separating publicly registered ownership from underlying economic ownership or control.

In a Georgian LLC, the transfer of shares is subject to Georgian company law and registration requirements. The registered shareholder is therefore not merely an informal designation.

Where a fiduciary or nominee is registered as shareholder, the relationship should be supported by clear private contractual documentation.

Depending on the structure, the documentation may regulate:

• Identification of the beneficial owner
• Voting instructions
• Dividend and distribution rights
• Restrictions on disposal of shares
• Restrictions on pledging or encumbering shares
• Transfer-back obligations
• Powers of attorney
• Shareholder resolutions
• Reserved matters
• Confidentiality
• Replacement of the fiduciary holder
• Termination and events of default

A nominee shareholder arrangement may provide legitimate commercial privacy, but it does not create legal anonymity.

Beneficial Ownership Must Still Be Disclosed Where Required

One of the most important principles of a compliant fiduciary structure is that nominee ownership does not eliminate the ultimate beneficial owner.

Georgian anti-money laundering legislation requires financial institutions and other accountable persons, in applicable cases, to identify and verify the natural person who ultimately owns or controls a legal entity or legal arrangement.

Banks, regulated professionals and competent authorities may therefore require disclosure of the actual beneficial owner even where a nominee shareholder, trustee or fiduciary appears in corporate documentation.

Fiduciary Director and Corporate Management Services

A professional or nominee director arrangement must be distinguished from a simple power of attorney.

Under the Law of Georgia on Entrepreneurs, the management body represents the company in relations with third parties. The representative authority of a registered manager cannot simply be eliminated against third parties through a private nominee agreement.

A nominee or director service agreement may regulate internal instructions, approval procedures and reserved matters, but a registered director continues to have legal responsibilities arising from Georgian company law.

Directors Have Statutory Duties

Georgian company law requires managers to conduct company business lawfully and with the diligence expected from a manager acting in good faith and in the economic interests of the company.

Managers may face liability where damage results from a culpable breach of those duties. Georgian law also regulates conflicts of interest, competing activities and misuse of corporate opportunities.

A properly structured nominee director relationship therefore combines:

shareholder control + written instructions + corporate resolutions + contractual safeguards + statutory director responsibility.

It is not legally appropriate to describe a registered Georgian director as merely “lending a name” while having no authority or responsibility.

Confidentiality Without Artificial Anonymity

Confidentiality can be a legitimate commercial objective.

A properly structured fiduciary or nominee arrangement may affect which person appears in particular public corporate records. However, confidentiality has clear legal limits.

We do not structure fiduciary or nominee arrangements for the purpose of:

• Hiding the beneficial owner from a bank or competent authority
• Providing false information to a regulator
• Concealing proceeds of crime
• Circumventing sanctions
• Disguising the source of funds
• Avoiding mandatory licensing requirements
• Creating fictitious economic substance
• Misleading tax authorities or contractual counterparties
• Facilitating prohibited or unlawful business activity

KYC and AML Review

Fiduciary relationships necessarily involve a high degree of trust and therefore require appropriate compliance controls.

Before accepting a fiduciary or nominee appointment, we may require:

• Passport or corporate identification documents
• Residential or registered address information
• Identification of ultimate beneficial owners
• Corporate ownership structure
• Description of the proposed business activity
• Source-of-funds or source-of-wealth information where appropriate
• Information concerning expected transactions
• Information concerning counterparties and jurisdictions involved
• Regulatory or licensing information
• Enhanced due diligence documentation for higher-risk matters

Completion of KYC and compliance review is a condition of providing fiduciary services and is not merely an administrative formality.

When Fiduciary Services in Georgia May Be Useful

International Business Owners

Where a foreign entrepreneur requires trusted local corporate administration, ownership support or representation in Georgia.

Holding Structures

Where corporate interests need to be held or administered according to defined contractual instructions.

Joint Ventures

Where parties want an independent person to exercise defined rights or hold certain interests subject to agreed conditions.

Corporate Transitions

Where temporary ownership, management or representation is needed during a restructuring, acquisition, succession process or replacement of management.

Investment and Asset Structures

Where a person requires a Georgian representative or fiduciary administrator for specific property or rights, provided that the arrangement does not constitute regulated financial activity requiring separate authorisation.

Private and Family Arrangements

Where ownership or administration of particular assets requires a trusted contractual framework, subject to Georgian property, inheritance, tax and registration rules.

Fiduciary Services Are Not One-Size-Fits-All

A nominee director, nominee shareholder, trustee and attorney acting under a power of attorney are not legally interchangeable.

The correct structure depends on what the client actually needs to achieve.

1. Who should legally own the asset?
2. Who should receive the economic benefit?
3. Who should exercise voting or management authority?
4. What information will appear in public records?
5. Who must be disclosed as the beneficial owner?
6. What authority should the fiduciary possess?
7. Which decisions require prior approval?
8. What happens when the fiduciary relationship ends?
9. How will shares or property be transferred back?
10. Are tax, banking, licensing or cross-border rules involved?

Documented Control, Not Informal Promises

A fiduciary relationship should never depend solely on verbal assurances or personal trust.

Depending on the service, the relationship may be structured through a combination of:

• Fiduciary or trust agreement
• Nominee shareholder agreement
• Director service agreement
• Shareholder or partners' resolutions
• Power of attorney
• Voting arrangements
• Reserved-matters provisions
• Share-transfer documentation
• Confidentiality obligations
• Reporting and instruction procedures
• Transfer-back and termination mechanisms

The objective is to establish who may do what, for whose benefit, subject to which approvals, and what happens if the agreement is breached or terminated.

Fiduciary Services in Tbilisi, Georgia

Nominee.ge assists foreign founders, investors, private clients and international companies requiring a reliable Georgian fiduciary, nominee or corporate representative.

We combine local corporate administration with contractual safeguards, KYC procedures and Georgian legal documentation.

Whether you require a fiduciary shareholder, nominee director, entrusted-property arrangement, corporate mandate or a more specialised ownership and representation structure, the first step is to understand the commercial purpose of the arrangement.

The information on this page is provided for general informational purposes concerning Georgian private, corporate and fiduciary law. The legal, tax, regulatory, banking and beneficial-ownership consequences of a fiduciary arrangement depend on the particular transaction and should be reviewed before implementation.