Which Georgian structure fits you.

The four structures we set up#

Happy Georgia sets up four Georgian company structures for foreign clients. Each fits a specific reader. The right one depends on how you work, what you sell, who your clients are, and how you take money out.

Individual Entrepreneur with Small Business Status. The simplest structure Georgia offers. 1% turnover tax up to 500,000 GEL annually, for solo professionals billing foreign clients. No employees, no shareholders, no audit. Read more →

Virtual Zone LLC. A Georgian LLC with Virtual Zone tax status, designed for software companies serving foreign clients. 0% corporate income tax on qualifying IT income, 5% withholding when profits distribute. Available immediately for new operations. Read more →

International Company. A Georgian LLC granted International Company status by the Ministry of Finance. 5% corporate tax, 0% dividend withholding, 5% personal income tax for qualifying employees. For IT operations with 2+ years of operating history and Georgian substance. Read more →

Free Industrial Zone. A Georgian company operating inside one of Georgia's four Free Industrial Zones (Tbilisi, Kutaisi, Poti, Hualing). 0% corporate tax, 0% VAT, 0% import duties, 0% property tax inside the zone. For physical-goods operations. Read more →

Note on Georgian LLCs more broadly: a standard Georgian LLC at 15% CIT plus 5% dividend withholding is a real legal structure but isn't competitive against EU options like Estonia, Bulgaria, or Cyprus. Happy Georgia doesn't recommend a bare Georgian LLC as a destination — when we set up an LLC, it's as the legal-entity base for Virtual Zone or International Company status that goes on top.

How to pick#

The right structure usually picks itself once you map your actual situation against the table above.

If you work alone, billing your own clients: IE with Small Business Status. The 1% rate is the lowest tax Georgia offers, the setup is the simplest, and there's no qualifying period. Most foreign freelancers, IT contractors, designers, consultants, writers, and translators we set up land here. The eligibility check confirms your activity qualifies and your situation doesn't look like disguised employment, then we proceed.

If you run a software company with foreign clients and a small team (or plan to build one): Virtual Zone LLC. The 0% corporate tax outcome is the cleanest tax position Georgia offers for IT companies, and the structure is available immediately. The Georgian-resident developer requirement has three paths to satisfy (hire local, become resident yourself, apply with intended developer's CV) — we work through which fits your situation in the consultation.

If you run an IT operation with 2+ years of operating history that distributes meaningfully to shareholders: International Company. The 0% dividend withholding usually wins over Virtual Zone's 5% for distributing operations, and the 5% personal income tax for qualifying employees is real money on a small team's payroll. Substance requirements are heavier than Virtual Zone — Ministry of Finance review looks at real activity, real Georgian footprint — but the package is the strongest Georgia offers for established IT operations.

If you run a physical-goods operation (manufacturing, warehousing, processing, logistics): Free Industrial Zone. The 0% rate across corporate tax, VAT, import duties, and property tax inside the zone is the strongest packaged outcome for physical-goods activities. The four Georgian zones (Tbilisi, Kutaisi, Poti, Hualing) each fit different operational profiles — we map the right zone to your activity in the consultation.

If your situation doesn't map cleanly to any of these, that's exactly what the consultation is for. Sometimes the right answer is a different jurisdiction; we say so when that's the case.

Switching between structures#

The structures aren't mutually exclusive over time. Most foreign clients we set up start with one and move when their operation outgrows it.

Solo professional → software company. Common path. Start as IE with Small Business Status. Build the operation. When you have a team and product income that crosses into "this is a real software company" territory, convert to Virtual Zone LLC. We coordinate the transition — closing the IE, forming the LLC, applying for VZ status, transferring banking — without operational interruption.

New software company → established IT operation. Start as Virtual Zone LLC for the first 2+ years. When operating history qualifies you for International Company status and your distribution profile makes the 0% dividend withholding worth more than VZ's 0% corporate tax, apply for IC status. The same Georgian LLC carries forward; only the tax status on top changes.

IE crossing the 500,000 GEL ceiling. Solo professionals approaching the SBS ceiling can plan the move to an LLC well before the threshold becomes forced. We watch for this in our existing clients and recommend the move at the right time.

Why Happy Georgia#

Independent advisory. No tied banks, no referral fees, no hidden product placement. We recommend what fits your situation, not what pays us a kickback. If a different jurisdiction fits better than Georgia, we say so.

Foreign clients only. Our entire practice is foreigners setting up in Georgia. We've worked through the structure-comparison conversation hundreds of times — the questions a Berlin freelancer asks differ from the questions a Tel Aviv SaaS team asks differ from the questions a Singapore manufacturing operator asks. We know the right questions to ask you.

Fixed pricing, no tourist tax. The same rate for foreign and Georgian clients. We quote in EUR, we honor the quote, no surprises later.

Trusted by clients across Western Europe, Israel, the UK, Singapore, and beyond.

Frequently asked questions#

What if I'm not sure which fits?#

That's what the free consultation is for. Most situations resolve into one clear recommendation after 30 minutes of conversation about how you work, what you sell, who your clients are, where you live, and what you want from the structure. If two structures could work, we explain the trade-offs and let you decide.

Can I have more than one structure?#

Yes, in some configurations. A foreign founder might have an IE for personal solo consulting income and own a Virtual Zone LLC for product income, depending on how the activities are separated. We work through whether multi-structure makes sense for your situation in the consultation.

What if my activity doesn't fit IT, software, or physical goods?#

Some activities don't map cleanly to any of the four structures. Financial services, regulated professional services (legal, medical), real estate development, and a few other categories have separate Georgian regulatory treatment. We'll tell you honestly if your activity falls outside what we set up — sometimes the answer is a different jurisdiction.

How long until I can invoice?#

Depends on the structure. IE: 2 weeks from documents in hand. Virtual Zone LLC: 3–5 days for the LLC to be operational, then 6–12 weeks for VZ status to land (you can invoice during this period under the underlying Georgian LLC, but the 0% rate doesn't apply until VZ approval). International Company: similar to VZ on the LLC side, 8–14 weeks for IC status. Free Industrial Zone: 4–8 weeks for zone resident registration.

What if I cross a threshold or my situation changes?#

Built into how we work. Crossing the IE 500,000 GEL ceiling, distributing more than expected from a VZ LLC, growing past the substance threshold for IC — these are situations we plan for in advance for ongoing clients. The structures aren't traps; they're starting points that can evolve.

Does my structure choice affect Georgian residency?#

It can. An active Georgian company supports several residency permit applications. Foreign founders and directors of Georgian LLCs are categorically exempt from the 2026 work-permit rules under Law №1509 of April 2026. We coordinate company setup with residency planning when both are in scope. See Residency & Permit.

What about tax in my country of residence?#

Your Georgian structure pays Georgian tax on Georgian-side income (the 1%, the 0%, the 5% per the table above). What you owe in your country of residence depends on your residency status there, your home country's rules, and Georgia's tax treaty with that country (nearly 50 DTTs in force). We discuss your specific situation in the consultation.

Ready to set up?#

A free consultation tells us which of the four structures fits your situation. If something else fits better — a different jurisdiction, a configuration we don't normally recommend — we tell you. No surprises later.