Georgia Company Setup from Russia 2026: CFC, Banks, Capital

Since 2022, Georgia has been one of the main destinations for Russian founders. By June 2024, about 37,400 Georgian companies were owned by Russian citizens, according to IDFI, more than half of them active. Registering one is easy: Georgian law has no rule for Russian owners.

The difficulty is on the Russian side, and one fact sets Georgia apart from most destinations: Russia and Georgia have no tax treaty. That removes the most commonly used exemption from Russian controlled foreign company (CFC) rules. This guide explains what remains, what to file, how to move the capital, and what Georgian banks check.

37,400Georgian companies owned by Russian citizens, June 2024

0tax treaty between Russia and Georgia

₽10mCFC profit below which nothing is added to your base

₽30mper foreign company without Bank of Russia permission, from 1 July 2026

Two readers, two files

Russian tax residence depends on 183 days in Russia within 12 consecutive months, with the final status set for each calendar year. Many relocated founders cross that line without noticing. Count your days before choosing which half of this page applies to you.

What Georgia asks of a Russian founder

• Nothing specific to Russians. One shareholder, one director, no capital.
• Documents by apostille. Both Russia and Georgia are parties to the Apostille Convention, so a Russian power of attorney needs an apostille and a Georgian translation, not consular legalisation.
• No Georgian embassy in Russia. Diplomatic relations were cut in 2008; consular matters run through Georgia's interests section. The apostille route avoids most of that.
• A visa-free stay. Russian citizens can stay in Georgia without a visa for up to a year under Georgia's unilateral regime; check the current rule before travelling.

Working in Georgia, as opposed to owning a company there, now has its own rules, explained in the non-resident guide.

Russian CFC rules without a treaty

Chapter 3.4 of the Russian Tax Code taxes a Russian resident on the undistributed profit of a foreign company he or she controls. A wholly owned Georgian LLC is such a company.

1. 1
   Are you a Russian tax resident?If not, Chapter 3.4 does not apply
2. 2
   Do you control it?More than 25%, or more than 10% where Russian residents together hold more than 50%
3. 3
   Is its profit above RUB 10,000,000 for the year?Below that, nothing is added to your base
4. 4
   Effective rate exemption?Closed: it requires a treaty, and Russia has none with Georgia
5. 5
   Is the company active?Passive income no more than 20% of total income: exempt
6. 6
   Notifications in every caseParticipation within three months, then the yearly CFC notice

Why the usual exemption fails twice. Article 25.13-1 exempts a company whose effective tax rate is at least 75% of the weighted average Russian rate, which is 18.75% with Russian profit tax at 25%.

• Paragraph 7 grants it only where Russia has a tax treaty with the company's state. There is none with Georgia.
• A Georgian company that reinvests pays 0% under the distribution model, far below 18.75% in any case.

What remains is the active company test: a Georgian company whose passive income (dividends, interest, royalties, rents and similar) is no more than 20% of its total income is exempt. A real services or trading business usually passes. A holding or an invoicing vehicle usually does not.

Russian exemption floor18.75%

Georgian company, profit reinvested0%

Georgian company, profit fully distributed15% of base

The Russian filings, with their dates

An exempt company is still a declared company. The fines apply to missing notices, not only to tax.

The Georgian company's own bank account belongs to the company and follows Georgian rules; only accounts in your name are notified in Russia. On a literal reading of Articles 25.14 and 25.15, the first CFC notice falls a year later than many summaries say. Confirm the first year with a Russian adviser.

Moving the capital out of Russia

A Russian resident paying for shares in a foreign company has needed Bank of Russia permission since 2022. A general permission now covers most small projects.

• RUB 30 million per foreign company without individual permission, from 1 July 2026. The earlier ceiling was RUB 15 million.
• Cumulative: every payment to the same company since 1 April 2024 counts.
• Above the ceiling, an individual permission is required.

The money route narrowed in 2026. According to National Bank of Georgia data reported by JAMnews, transfers from Russia to Georgia fell to USD 5 million in August 2026, almost 88% less than a year earlier, after the Zolotaya Korona system suspended transfers to Georgia in late July 2026.

A Georgian LLC needs no minimum capital, so the ceiling rarely binds at incorporation. It matters when you fund operations. Test the route with a small transfer first: a permitted transfer is not a transfer a bank will necessarily carry.

Georgian banks and Russian founders

Georgian banks apply US, UK and EU sanctions under a National Bank instruction of 26 February 2022, and they review Russia-linked files closely.

• Expect extended checks on counterparties, goods, payment routes and the source of funds.
• Expect short refusals. Advisers report that banks often decline without giving reasons.
• Keep Russian and Georgian flows clean and documented. A single flagged payment can freeze an account after opening.
• VTB Georgia, subsidiary of a sanctioned Russian bank, has had its activities restricted by the National Bank.

The full process is in the business bank account guide.

Taxed in Georgia, taxed again in Russia

Without a treaty, Russian relief for Georgian tax is unilateral and limited. On a distributed profit, a Russian resident shareholder meets the Georgian distribution tax and the 5% withholding, then Russian personal income tax on the dividend, with a credit for foreign tax to be confirmed with an adviser. Nothing in Georgian law reduces the 5% for Russian shareholders. The Georgian side is detailed in the corporate tax guide.

If you already live in Georgia

For a founder who has moved and is no longer Russian tax resident, the Russian CFC chapter stops applying. What matters then:

• Georgian tax residence after 183 days in any 12 months, and the source rules for work done in Georgia, in the tax guide for non-residents.
• The right to work if you direct a small Georgian company from Georgia.
• Your Russian filing history, since leaving residence mid-year has its own rules.