Translation of constitutional documents, articles of association and register extracts

Constitutional documents are a company's legal identity. The articles of association, the founding agreement and the extract from the Register of Entrepreneurs define who owns the company, who manages it and who is authorised to sign on its behalf. When a company crosses a border, founds a branch, opens an account with a foreign bank or goes through due diligence with an investor, the translation of these documents is the first thing the receiving party reads. Our service is intended for companies, law firms, foreign investors and international groups that need an exact, terminologically consistent and officially acceptable translation of corporate documents. This page is part of our legal translation practice.

The documents we translate

Constitutional documents

• articles of association and charters (Articles of Association, Charter, Bylaws, Satzung, Ustav)
• founding agreements and memoranda (Memorandum of Association)
• partners' and shareholders' agreements
• certificates of incorporation and registration certificates
• amendments to the articles and consolidated versions

Register extracts and registration documents

• extracts from the Georgian Register of Entrepreneurs for submission abroad
• extracts from foreign commercial registers: Companies House, Handelsregister, EGRUL, Ticaret Sicili and others
• certificates of good standing and certificates of incumbency
• registers of directors and shareholders
• information on beneficial owners

Corporate resolutions

• minutes and resolutions of partners' and shareholders' meetings
• resolutions of the sole partner
• resolutions of the board of directors and the supervisory board
• resolutions on the appointment of a director, changes of capital, reorganisation and liquidation
• resolutions on founding a branch or a representative office

Why corporate document translation is special

Corporate law in every country works with its own legal forms and management structures. This is exactly where the main risk of translation hides.

• Legal forms are not translated literally: an LLC, a Ltd, a GmbH, an OOO and the Georgian ShPS are similar but not identical institutions. In the company name the form stays unchanged, while in the text the exact Georgian equivalent or an explanation must be written
• Management bodies differ: the Georgian "director" and "partners' meeting" do not always match the English Board of Directors and General Meeting exactly, while the German two-tier system (Vorstand and Aufsichtsrat) requires separate precision
• Capital concepts: "charter capital", "share capital", "Stammkapital" and "ustavny kapital" fall under different regulation, and the translation must reflect what the specific jurisdiction means
• Share versus stock: in a Georgian LLC there is a participation share, in a joint-stock company a share of stock, while in an English Ltd there are "shares", which is often translated incorrectly

A professional translator knows corporate law from both sides. They do not translate word for word, but choose the term that Georgian company legislation and the Public Registry recognise or, in the opposite direction, the one that a foreign register and bank will accept.

The Georgian Law on Entrepreneurs and the new requirements

The Law on Entrepreneurs in force since 2022 sets a new standard for the articles of Georgian companies and brings many concepts closer to European corporate law. This matters for translation too: the terminology of old articles and the terminology of the new law differ, and when foreign articles are translated into Georgian the vocabulary of the current law must be used, so that the Public Registry registers the document without remarks.

Founding a branch or subsidiary of a foreign company in Georgia

A typical B2B scenario: a foreign company founds a subsidiary or a branch in Georgia. The Public Registry requires a package of the founding company's documents: a register extract, the articles or a part of them, a document confirming the appointment of the authorised person and the founding resolution. All of these documents must be submitted apostilled and with a notarized translation. If the founder conducts the process through a representative, a power of attorney is added to the package.

We work on the whole package as one unit: one terminology base, one translator, the same transliteration of names and numbers in every document. This rules out the situation where the company name is written one way in the extract and another way in the resolution, which is the most frequent reason for a registry remark.

A Georgian company's documents abroad

The opposite direction: a Georgian company opens an account with a foreign bank, founds a subsidiary abroad, takes part in an international tender or undergoes due diligence by a foreign investor. Here the extract from the Register of Entrepreneurs, the articles and the partners' resolutions must be translated into English, German or another language in such a way that they are understandable for the legal tradition of the receiving jurisdiction. We add a translator's note explaining the Georgian legal form and provide notarization and the arrangement of an apostille.

Due diligence and M&A projects

When a company is acquired or investment is raised, the investor's lawyers check hundreds of corporate documents. In such projects the volume of translation is large, the deadline short and terminological consistency critical. We work specifically for this format:

• grouping the document package by priority and staged delivery
• several translators working in parallel with one terminology base and final editing
• experience of working with virtual data rooms (VDR) and secure file exchange
• a project-specific NDA on the investor's or the seller's template

A due diligence package usually includes, alongside the corporate documents, the key contracts as well; we translate them with the same team and the same terminology base.

Confidentiality and data protection

Constitutional documents reflect the ownership structure, the beneficiaries and the distribution of capital. This information is often a trade secret, especially at the transaction stage. Every translator and editor works under a signed non-disclosure agreement, files are transferred over an encrypted channel, and only the project team has access.

Frequently asked questions