The charter is a company's main founding document: it is what determines who takes decisions, how the shares are distributed, what authority the director has and how a partner enters or leaves the company. When a Georgian company opens a branch abroad, takes in an investment or opens an account at a foreign bank, or, conversely, a foreign company is registered in Georgia, a certified translation of the charter becomes mandatory. It is one of the most requested corporate translations and at the same time one of the most demanding, because one inexact term distorts the company's whole governance scheme. Our bureau in Tbilisi translates charters with legal specialist translators and notarizes them.
What a charter contains and why its translation is difficult
Under the Law of Georgia on Entrepreneurs a company may operate under the standard charter approved by the Ministry of Justice or draw up its own, individual charter. In both cases the document usually covers:
- the company's name, legal form and registered address
- the charter capital, the number of shares and their distribution among the partners
- the governing bodies: the partners' meeting, the director, the supervisory board
- the decision-making procedure, quorum and majority of votes
- the terms of transfer and assignment of shares and the pre-emption right
- the rules on profit distribution, reorganisation and liquidation
The difficulty is that each of these concepts exists in the target jurisdiction under its own established term, and a word-for-word translation is incomprehensible to a lawyer or, worse, misleading.
When a charter needs a translation
- Registering a subsidiary or branch abroad. The foreign registry asks for the founding company's charter with an apostille and a translation.
- Registering a foreign company in Georgia. The Public Registry needs a Georgian translation of the founder's charter with notarization.
- Investment, mergers and acquisitions. The investor's lawyers read the charter first as part of due diligence.
- Opening an account at a foreign bank. The bank checks who is entitled to act on behalf of the company and within what limits.
- Court and arbitration disputes. In a dispute over partners' rights, ownership of shares or the director's authority the charter is the main evidence.
- International tenders. The tender commission asks for the charter in the registration package too.
Terminology: an equivalent, not a word-for-word translation
Legal form and capital
A "limited liability company" is a limited liability company in English, a GmbH in German, an OOO in Russian, a Limited Şirket in Turkish, but these forms are not legally identical. So in the translation the Georgian abbreviation is preserved and explained in brackets. "Charter capital" is share capital or charter capital in English depending on the jurisdiction, a "share" is a share or an interest, and a "partner" in an LLC is a partner or member and not a shareholder, which applies to a joint-stock company.
Governing bodies and authority
"Partners' meeting", "supervisory board", "person authorised to manage", "representative authority" and "joint and several liability" are the concepts where the equivalent established in the target country's corporate law is used. If the charter provides for a "priority purchase right", in English that is a pre-emption right and not "priority purchase", as machine translation suggests.
Structure and cross-references
A charter is divided into articles, clauses and sub-clauses, and one clause often relies on another. In the translation the numbering, the consistency of definitions and the cross-references stay unchanged, so that a foreign lawyer can compare the original and the translation article by article. A term defined in the first article is rendered identically throughout the document.
Translating a foreign charter into Georgian
A foreign company's founding documents are often not a single document. In the United Kingdom they are the Memorandum and Articles of Association, in the USA the Certificate of Incorporation and the Bylaws or Operating Agreement, in Germany the Gesellschaftsvertrag or Satzung, in Russian-speaking countries the Ustav. The Public Registry and the notary in Georgia require the full package with an apostille and a Georgian translation. Our translators know the corporate terminology of these countries and choose the Georgian legal equivalent so that the registry specialist accepts the document without additional questions.
Notarization and apostille
The charter is a document registered with the Public Registry, so a certified copy is requested from the registry or the notary prepares a notarized copy. The correct order is this: first the copy is prepared, then the apostille is placed on it, after that the charter is translated together with the apostille and the translation is notarized. The notary certifies the translator's signature, binds the document and states the number of sheets. For a number of countries the notarized translation itself needs a second apostille, and for countries that are not party to the Hague Convention, consular legalization.
Typical cases from our practice
- A Georgian IT company's subsidiary in Estonia and Poland. The charter, the extract and the founders' resolution are translated into English as one package, with one glossary, and the apostille is placed on the same day.
- A Turkish company's branch in Georgia. The Ana Sözleşme and the trade register entry are translated into Georgian so that the Public Registry registers the branch at the first submission.
- An investor's due diligence. A 30-page individual charter is translated into English with the bureau's certification in two days, and subsequent amendments are processed with the same glossary.
Turnaround and confidentiality
A standard charter is 5-10 pages and its translation with notarization is ready within 1-2 working days; an individual charter of 20-30 pages takes 2-3 days. Translate the charter, the extract, the meeting minutes and the power of attorney together: that way the director's name, the company name and the identification code are identical in every document, and certification is settled in one visit. Every document is handled under a confidentiality agreement and deleted on your instruction after the project is complete.
Frequently asked questions
Does the standard charter need translating if the company uses it?
Yes. The receiving authority does not know Georgia's standard charter and asks for it in full, with a translation. We already have a finished translation of the standard charter, so the turnaround is minimal.
Is the company name translated in the charter?
No. The name is transliterated as it appears in the register extract and on the seal, and the legal form is explained in brackets.
Can the charter translation be certified with the bureau's seal, without a notary?
For internal use, an investor or a law firm the bureau's certification is often enough. A registry, a bank and a consulate, as a rule, ask for a notarized translation.
How long does a notarized charter translation take?
A standard charter 1-2 working days, an individual one 2-3 days. An express deadline is agreed separately.
The charter has changed, does it have to be translated again in full?
No. If the previous version was translated with us, only the amended articles are processed and the document is re-certified, which saves time.