0% dividend withholding for IT companies.

What you get#

A Georgian International Company (IC) pays 5% corporate income tax on qualifying income, 0% withholding tax when profits are distributed to shareholders, and 5% personal income tax on the salaries of qualifying employees. For an IT operation with the operating history to qualify, that's the strongest packaged tax outcome Georgia offers.

The structure has four other clean properties:

0% dividend withholding to shareholders. Distributions flow out of the company without Georgian tax. What happens in your country of residence depends on your home country's rules and the relevant double-tax treaty — Georgia has nearly 50 DTTs in force.

5% personal income tax on qualifying employee salaries. Georgia's standard personal income tax rate doesn't apply to International Company employees in qualifying roles. For a small IT team, the saving on payroll tax alone often exceeds the corporate tax saving.

100% R&D deduction. Qualifying research and development expenses are fully deductible against International Company income.

No physical zone, no special location requirement. International Company status is applied to a Georgian LLC. The company can be based anywhere in Georgia.

The combined effect: an IT operation generating €1,000,000 of qualifying income, distributing €500,000 to shareholders, and paying out €300,000 in qualifying employee salaries pays 5% corporate tax on the income, 0% on the distribution, and 5% personal income tax on the payroll — instead of standard Georgian rates across all three.

If you become Georgian tax-resident yourself — through the 183-day rule or the HNW programme — the picture gets cleaner still. The 5% corporate tax becomes the entire tax bill on company profits across both corporate and personal layers, with no further dividend tax claimed by Georgia.

What we do#

We handle the full setup end-to-end, remotely. You sign a Power of Attorney at a notary in your country and send us a passport scan plus the company documentation that supports your eligibility application. We register your Georgian LLC with the National Agency of Public Registry, prepare the International Company status application with the Ministry of Finance, set up your Georgian legal address, and handle the bank account file.

LLC formation is 3–5 business days. The International Company status application then runs separately through the Ministry of Finance review process. Approval typically lands within 8–14 weeks. Once approved, the 5% corporate tax rate applies to qualifying income from that point forward.

We also coordinate the substance and operating-history documentation that Ministry of Finance review requires — that work happens in parallel with the LLC formation and is the most time-sensitive part of the setup.

What's included#

• Eligibility check — we confirm your operating history and activity qualify for International Company status before recommending the structure
• LLC formation with the National Agency of Public Registry
• Bilingual charter and all founding documents
• Notarisation coordination and remote PoA support
• International Company status application with the Ministry of Finance
• Operating-history documentation package (translated and certified as required)
• Document coordination through the Ministry review, including responses to requests for additional information
• Georgian legal address for your registration
• Bank account file preparation and onboarding support
• A briefing on what to file, when, and how to stay compliant — including the substance maintenance requirements

What you'll need to qualify#

Three things. We confirm all three before recommending the structure.

Your activity is in IT. International Company status applies to information technology operations. Software development, IT services, platform engineering, SaaS operations, IT consulting where the deliverable is technical work — all qualify. Activity outside IT (general consulting, marketing, eCommerce, financial services) doesn't fit the regime. The Maritime sector also qualifies under the same status, though most foreign founders we work with are in IT.

Your operation has at least 2 years of sector operating history. International Company status requires demonstrated activity in the qualifying sector before the application. This is not a structure for a brand-new IT business — for that, Virtual Zone LLC at 0% corporate tax fits cleanly. International Company is for operations with track record. The 2-year minimum is for activity in the IT sector, not for the legal entity itself; a recently-formed Georgian LLC owned by a founder with 2+ years of IT operating history elsewhere can apply.

Your operation has substance in Georgia. International Company status comes with substance requirements that go beyond the Georgian-resident developer requirement of Virtual Zone — Ministry of Finance review looks at real activity, real employment, and real Georgian footprint. We work through the substance package in the consultation: which staff configurations satisfy review, how operating history documentation should be assembled, how to position the application for clean approval.

We work through all three in the consultation and recommend the structure that actually fits your situation.

How distributions are taxed#

The 0% Georgian dividend withholding is the structural advantage that distinguishes International Company from Virtual Zone. Distributions flow out of the company without any Georgian tax at the corporate side.

What happens in your country of residence depends on your residency status there, your home country's rules, and the specific double-tax treaty. Under most of Georgia's nearly 50 DTTs, dividend treatment in your home country reflects what you actually paid in Georgia. With 0% withheld at source, the conversation in your home country is about the home-country dividend tax rate alone — we settle the specifics in the consultation alongside the structure recommendation.

If you become Georgian tax-resident, the calculation simplifies further. The 5% corporate tax is the entire tax on company profits — no further dividend tax claimed by Georgia, and depending on your prior residency exit rules, no other country in scope either.

When International Company is the right structure#

International Company fits readers who:

• Run an IT operation with 2+ years of sector operating history
• Have or can establish substance in Georgia (real activity, real Georgian-based team, real footprint)
• Want the 0% dividend withholding outcome on distributions
• Are running a real company at scale, not solo contracting

If you're a solo developer or IT contractor without team and operating history, IE with Small Business Status at 1% on turnover up to 500,000 GEL/year is the better fit — simpler to set up and the lowest tax Georgia offers for solo work.

If you're building a software company without 2+ years of operating history yet, Virtual Zone LLC at 0% corporate tax is the better fit — VZ is available immediately for new operations and uses the same Georgian-LLC base. The trade-off compared to International Company:

• VZ: 0% corporate tax, 5% dividend withholding, available immediately, requires one Georgian-resident developer
• IC: 5% corporate tax, 0% dividend withholding, 5% personal income tax for qualifying employees, requires 2+ years operating history and substantial Georgian substance

For operations with operating history that distribute meaningfully to shareholders, IC's 0% withholding usually wins over VZ's 5%. For operations that retain profits and reinvest, VZ's 0% corporate tax usually wins. We map the comparison to your actual situation in the consultation.

See Compare structures for the full picture across all four offers.

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.

Foreign clients only. Our entire practice is foreigners setting up in Georgia. We understand the tax-treaty questions a Berlin SaaS founder asks, the operating-history documentation a Tel Aviv IT firm needs, the substance package a Singapore platform business has to assemble.

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#

Can I run an International Company while living outside Georgia?#

Yes. The director and shareholders can live anywhere. Substance requirements are about the company's operational footprint in Georgia, not about your personal location. Most foreign founders manage the company remotely and visit Georgia occasionally — once for the setup, then as needed.

How long does the full setup take?#

LLC formation is 3–5 business days. The International Company status application takes 8–14 weeks at the Ministry of Finance. Total from start to confirmed status: typically 12–18 weeks. We don't recommend structuring client contracts around International Company tax treatment until the certificate is in hand.

What counts as 2+ years of IT operating history?#

Substantive activity in the IT sector, demonstrable through contracts, invoices, financial statements, or other evidence the Ministry of Finance accepts. This can be activity by you personally, by your existing company in another jurisdiction, or by the Georgian LLC if it's been operating in IT for 2+ years before applying. We work through the documentation requirements in the consultation.

How does International Company compare to Virtual Zone?#

Both reduce tax on qualifying IT income, structured differently. VZ is 0% corporate tax + 5% dividend withholding + one Georgian-resident developer requirement, available immediately. IC is 5% corporate tax + 0% dividend withholding + 5% personal income tax for qualifying employees, requiring 2+ years of IT operating history and substantial Georgian substance. The IC distribution side is cleaner; the VZ corporate side is cleaner. For a distributing operation, IC usually wins. For a reinvesting operation, VZ usually wins. We compare both paths in the consultation alongside your actual numbers.

What about the 5% personal income tax for employees?#

International Company status reduces the personal income tax rate on the salaries of qualifying employees. The qualifying-employee definition has criteria around the employee's role and the company's substance — not every employee on payroll automatically qualifies. We brief you on the configuration that maximises the saving, including how to structure the employment relationships to fit the criteria.

What about my home-country tax on IC profits?#

Your IC pays 5% corporate tax in Georgia. The 0% dividend withholding means distributions flow out without further Georgian tax. What you owe in your country of residence depends on that country's rules and its tax treaty with Georgia (nearly 50 DTTs in force). We discuss this in your consultation.

Can International Company status be revoked?#

Yes, if the company's activity changes materially or stops meeting qualifying criteria — substance erosion, activity drift outside IT, failure to maintain the operating standards. We brief you on the documentation discipline that keeps the status clean over time.

Does International Company help with Georgian residency?#

It can. An active International Company supports 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. See Residency & Permit.

What's the substance requirement in practical terms?#

Real activity in Georgia: typically a Georgian-based team, a Georgian office or shared workspace footprint, contracts and invoices that reflect real operations from Georgia. Ministry of Finance review looks at substance holistically — there's no checkbox formula, but there's a clear floor below which approval doesn't happen. We work through your actual situation against that floor in the consultation.

---

Ready to set up?#

We assess whether International Company fits your situation in a free consultation, confirm the eligibility criteria including operating history and substance, and quote a fixed price. If something else fits better — IE with Small Business Status for solo work, Virtual Zone LLC for newer software companies, Free Industrial Zone for physical-goods operations — we tell you.