PwC Georgia Legal

PwC Legal's practice for registration of Georgian companies as well as branches and representative offices of foreign companies is comprised of leading corporate and registration lawyers seasoned in the nuances and requirements of the registration process.

Every year, we advise both Georgian and foreign companies representing all business areas on registration in Georgia and assist them with the registration process.

Launch your business in Georgia with professionals

Our services cover:

• Legal review of foreign investors' proposed nature of business in Georgia and structuring in terms of compliance with Georgian law
• Consulting on corporate registration matters and performing registration procedures
• Consulting on choosing the form of foreign legal entities’ legal presence in Georgia
• Structuring the presence of foreign legal entities in Georgia; transfer of activities to another business structure
• Structuring Georgian legal entities’ management body systems
• Consulting on licensing issues
• Registration of LTD, LLC and other types of for-profit and non-profit organisations.
• Establishing representative offices and branch offices of foreign legal entities
• Registration of branches and representative offices
• Tax registration of foreign legal entities
• Replacing directors of representative and branch offices as well as general directors (CEOs) of Georgian legal entities
• Opening bank accounts and structuring bank account management for foreign companies
• Establishing representative and branch offices of Georgian legal entities, also in the regions of Georgia
• Assisting in relocating Georgian legal entities to another region
• Increasing/decreasing the charter capital of Georgian companies, including issuing additional shares
• Consulting and state registration in terms of transferring shares and participatory interests in the charter capital of Georgian legal entities; also includes entering new shareholders or participants into Georgian legal entities
• Annual corporate compliance and corporate secretarial services, including preparing minutes of management body meetings related to various aspects of a Georgian company’s activity
• Preparing documents regulating the internal activity of a Georgian company (e.g. Regulations on Board of Directors; Regulations of General Director/CEO).

PwC Legal network deals with human resource legal assignments (including mergers, acquisitions and restructuring) where human resource issues influence the success of the transaction. We deal with issues relating to employee’s redundancy (disciplinary punishment reasons, execution of employment contract termination, etc.), help with resolving disputes with employees, unions or regulatory authorities as required and provide advice regarding issue of residence and work permits, arrange confidentiality agreements, non-compete agreements, internal rules, etc.

Apart from the general rules stipulated by the Georgian Labour Code, business reorganisations are left largely unregulated in Georgian employment law (for example, the status of internal company policies following a reorganisation or the unification of payroll and corporate benefits systems).

We would be pleased to help you resolve any issues related to reorganising your business.

Our services cover:

• Employment aspects of reorganisation
• Employment aspects of M&A deals
• Employment relations with employees
• Juridical settlement of labour disputes
• Changing terms of employment
• Developing internal company policies
• Payroll aspects
• Employment relations termination aspects
• Support during audits
• Interacting with trade unions
• Material liability

We offer multi-disciplinary legal services in mergers and acquisitions (M&A), from structuring a transaction to fully implementing the deal including drafting all necessary documents.

Our M&A lawyers are involved in many of PwC's industry sector groups and can tap into the knowledge and experience of their colleagues across the network. For clients planning to sell their business or buy one, we offer a full range of services from legal, tax and financial due diligence, data room management to final deal execution.

Our services cover:

• mergers and acquisitions (M&A)
• legal due diligence
• tax and financial due diligence
• joint venture projects
• restructuring and reorganizing
• management advice
• asset transfers
• shares purchase contract negotiation and preparation
• post deal consulting

PwC Legal's real estate & construction practice has been a part of a strong international team of PwC experts for many years. In Georgia, we have local and international experience of consulting clients on investments, real estate acquisitions and deals structuring, infrastructure development, construction and other matters.

Our services cover:

•  Structuring real estate acquisitions (asset deals/share deals)
• Performing due diligence of real estate
• Drafting, developing and subsequent approval of transaction documents (including SPAs for asset deals or share deals)
• Financing real estate transactions, structuring collateral for financing deals
• Consulting on leasing, representing lessors and lessees
• Advising on structuring investments for real estate projects
• Consulting on construction and joining engineering networks
• Advice on operation of real estate properties (including contracts with management companies, contracts concerning common property of buildings).

Banks, investment funds, listed companies and other regulated financial institutions rely on our expertise across a wide range of industries, encompassing commercial, financial and governmental sectors. We advise local and international creditors and borrowers engaged in both private and the public sector. Thanks to our co-operation with other firms in the PwC network, our clients are in a position to benefit from a unique combination of innovative tax and legal advice with first-class transactional expertise.

Our services cover:

• regulatory frameworks
• establishment and liquidation of regulated entities and branches
• passporting
• acquisition finance
• mezzanine and subordinated finance
• syndicated loans
• loan and security arrangements
• financial restructuring
• insurance advices
• investment, pension and real-estate funds

The potential risks of ineffective global governance and compliance systems for multinational companies are often not recognized until failure occurs. PwC provides corporate secretarial services through its extensive global network with specialists who are in a unique position to advise and assist clients with their global governance and compliance needs, whether they are operating on a single or multinational basis.

PwC Legal is present from founding the local establishment of our clients, throughout executing corporate reorganisations and the dissolution of the business. We support the day-to-day business operations of our clients in preparing and executing their corporate documents and agreements.

The global PwC network allows everyone to benefit from the unified service standards in several territories and ensure compliance with applicable law in every country the client operates.

Our services cover:

• general corporate governance
• management liability issues
• establishing entities
• corporate reorganization, liquidation
• corporate secretarial services
• transformation of legal form
• capital structuring
• joint venture agreements
• outsourcing

Our professionals hold expert knowledge in privacy rights and protection of personal data. They have participated in international data protection compliance audits and consulted several organisations operating in various industries.

Our competence in data protection includes assessments of internal procedures incl. compliance in data processing and retention (in co-operation with best experts of PwC network), as well as accordance of the management of personal data of your employees and clients with respective Georgian and EU legislation to help you avoid potential reputational risks or resource costs and inconveniencies, which may arise from control procedures of supervisory authorities.

We can help our clients with extensive compliance assessments as well as with advice in ad hoc problems. Moreover we provide clients with recommendations on how to ensure maximum protection of clients information management needs while complying with the regulations.

Our services cover:

• Assessment of the status of implementation of personal data protection law requirements
• Legality of transferring personal data to third countries
• Legal advice concerning the new data protection regulation (adoption in 2017)
• Contracts related to / concerning personal data protection
• Litigation in cases concerning personal data protection

PwC Legal offers advisory services in the area of intellectual property, new information technologies and personal data protection.

Information technology is developing at a rapid pace. This has the advantage that it allows you to continuously develop new processes, services and business models. IT and digitalisation offer great opportunities for your organisation, but, at the same time, also create high risks – a fact that is often neglected. New developments result in constantly changing requirements regarding the protection of intellectual property and regulatory guidelines, particularly on data protection.

PwC Legal answers your subsequent questions quickly and competently. We do not just limit our services to legal advice. Through our close cooperation with PwC we also offer you the necessary technical, commercial and organisational expertise at any time. We provide you with guidance ranging from the design of IT solutions to litigation services so that you can successfully operate on the market.

Intellectual property

• Trademarks - availability analysis, registration, sale, analysis of a possible infringement
• Copyright and neighbouring rights, databases – analysis of the effectiveness, licensing, sale of economic rights)
• Patents, utility models, industrial design - availability analysis, registration, sale, analysis of a possible infringement
• Domain names – availability analysis, registration, sale, analysis of a possible infringement
• Contracts related to intellectual property
• Litigation in cases concerning intellectual property
• Intellectual property audit / IP asset identification
• Analysis of labour agreement regarding intellectual property

IT-Law

• Legal advice concerning e-commerce
• Contracts concerning software (development, licensing, delivery, transfer of rights etc)
• Cloud computing and its legal aspects
• Terms and conditions for websites
• Legality of the use of cookies on websites
• Electronical identification and digital signature in Estonia and Europe
• Legal advice concerning public e-services
• Public procurement concerning information technology

E-residency

• Legal advice on matters concerning e-residency (registration procedure, setting up a business, opening up a bank account, use of e-services etc)

A public-private partnership (PPP) is a vehicle for attracting private investors to help achieve public objectives under mutually beneficial terms. Generally, PPP arrangements are used for implementing long-term projects to develop and operate public infrastructure.

Our practice provides legal services for structuring and providing support to PPP projects at all stages of their implementation. We are well aware of the unique nature of each PPP project and always offer a customised approach, thereby giving appropriate consideration to the specific conditions of each project and objectives set by the client.

Our services cover:

We would be pleased to provide full legal support for the successful implementation of your PPP project. Our services for PPP projects include:

• developing concepts for PPP-based projects, including organisational and legal structures, as well as project risk matrices
• drafting PPP-project agreements (e.g., concession agreements) and other project documentation (e.g., SHA and EPC contracts)
• providing legal support in negotiations with other project parties
• drafting documentation for submitting unsolicited proposals (USP) on project implementation and providing support during its negotiation
• drafting bid documents, tender offers, as well as providing other types of legal support during the tender process
• providing support in the raising of finance, including preparation of full documentation packages
• legal support with respect to any other issues associated with PPP-projects.

We use our in-depth knowledge, wealth of experience and creative approach to problem-solving to develop sound advice and practical solutions for private clients.

Our services cover

• Developing personal asset ownership structures
• Offering transaction support on the purchase and sale of real estate, private jets, pieces of art, and other assets in Georgia and abroad
• Family office structuring
• Consulting on foreign immigration law
• Advising on succession planning and family property relations
• Personal taxation in Georgia and abroad
• Investment support and partnership structuring

Our services cover:

• Extensive pre-investment audits, including due diligence (DD) and vendor due diligence (VDD), aimed at ensuring that your company’s documents comply with all legislative requirements for environmental protection and management (rooted in a proprietary method for initial identification of all natural resources used by the audited entity, such as water, forest land, etc.), as well as identifying the scope of your company’s negative environmental footprint (emissions, dumping, waste disposal)
• Comprehensive field audits on-site at your company’s facilities, including a documented check supported by an eco-analysis (which includes a chemical analysis of soil and subsurface water contamination), as well as advice on sanitary protection zones
• Advice on compiling individual enterprise investment plans specially developed for implementing best available technologies in order to comply with new standards (emissions, dumping, production waste), as well as assessing formal compliance with Georgian law in terms of meeting minimum criteria and implementation timeframes
• Consulting support for drafting corporate bylaws aimed at ensuring compliance with the newly adopted approaches, differentiated by facility hazard ratings, to government regulation and control over environmental protection
• Support in preparing substantiated arguments and positions for a client company involved in disputes with regulators (up to and including litigation)
• Ongoing one-off consultations on licensing issues, including for operating explosive and flammable facilities, payments for negative  environmental impact, and documentation of rights to forest land and water resources, etc.