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Tech & Startup Advisory

Tech & Startup
Lawyers in Georgia.

We take IT companies into Georgia's 0% and 5% tax regimes, and build the agreements that founders, users and investors rely on.

0%

profit tax on IT you develop and supply abroad with Virtual Zone status

5%

profit tax and 5% tax on salaries with International Company status

0%

tax on dividends paid by an International Company

10 days

working days: the legal deadline to grant Virtual Zone status after you apply

The Short Answer

What does a tech and startup lawyer do in Georgia?

KNM Advisory is a law firm in Tbilisi, Georgia (the country) that works with tech companies and startups from incorporation to investment rounds. We draft shareholders' agreements and Terms & Conditions, support investor relations, protect IP, and represent companies before the authorities to obtain preferential tax status: Virtual Zone Person (0% profit tax on qualifying IT exports) or International Company (5% profit tax, 5% tax on salaries, 0% on dividends).

Who this is for

  • SaaS and software studios
  • Game developers
  • Fintech and marketplaces
  • Foreign founders relocating to Georgia
  • Funded startups preparing a round
Preferential Tax Regimes

Virtual Zone or International Company: which tax status fits your company?

Georgia gives IT companies two established regimes. Virtual Zone status removes profit tax on IT you develop in Georgia and supply abroad. International Company status taxes profit and salaries at 5% and removes tax on dividends, in return for real operations in Georgia. Our managing partner has advised more than 40 international companies on tax structuring, and we represent you until the final decision.

Standard companyVirtual Zone PersonInternational Company
Profit tax (on distribution)15%0%on IT developed by the company and supplied outside Georgia; other profit stays at 15%5%
Income tax on salaries20%20%5%
Tax on dividends5%5%treaty relief may apply0%
Property taxUp to 1%Up to 1%0%on property used for permitted activities, land excluded
VAT on IT supplied abroadGeneral rulesNot leviedGeneral rules
What reduces the taxable baseNothing specificNothing specificSalaries paid to Georgian citizens, plus research, design and experimental costs incurred in Georgia
Qualifying activityAnyIT: studying, developing, designing and producing computer systems that result in software productsSoftware, programming, IT consulting, hosting and digital products. Maritime services also qualify
Experience requiredNoneNone. You list your IT projects from the last 3 years, if anyTwo years in the activity: your own, or that of the non-resident enterprise you represent, or of partner enterprises holding over 50% of your shares
Presence in GeorgiaNormal rulesIT must be produced in GeorgiaCore income-generating activity, qualified staff and operating costs in Georgia
Other incomeUnrestrictedAllowed, taxed under general rulesCapped at 2% of revenue from permitted activities
Who grants the statusNot applicableThe Financial-Analytical Service of the Ministry of Finance, within 10 working days; certificate within 2 moreThe Government of Georgia, after the Revenue Service and Ministry of Finance review the file
How long it lastsNot applicableNo fixed expiryIndefinite, while the conditions are met

What it means in numbers

Worked example: GEL 1,000,000 of pre-tax profit, all of it distributed, and GEL 500,000 of gross salaries. Amounts in GEL.

Standard companyVirtual Zone PersonInternational Company
Profit tax150,000050,000
Tax on dividends42,50050,0000
Income tax on salaries100,000100,00025,000
Total tax292,500150,00075,000

Assumes all income qualifies. Before treaty relief, pension contributions and the International Company base reductions, which can lower its profit tax further.

Try your own numbers

Enter your figures to compare the three regimes. This is an estimate to start a conversation, not tax advice.

Assumes all income qualifies. Before treaty relief, pension contributions and International Company base reductions.

Standard company

GEL

Virtual Zone Person

GEL

International Company

GEL

Which route fits your company?

Virtual Zone fits if

You build software in Georgia for clients abroad, payroll is modest, and you want the fastest filing.

International Company fits if

Payroll is a major cost, your team works from Georgia, and you have two years' experience of your own or through a parent company.

Innovative start-up status fits if

You raised at least GEL 100,000 from a fund, angel network or accelerator, or GEL 150,000 in GITA grants, and you are building an innovative product.

The standard regime stays right if

Most of your revenue comes from Georgian clients. Virtual Zone relief only covers IT supplied abroad.

Innovative start-up status: the newer third option

Introduced in June 2025. Salaries are free of income tax in years 1 to 3, up to a limit set by the Government. In years 4 to 6, salaries and profit are taxed at 5%; in years 7 to 10, at 10%. The status runs one year at a time for up to 10 years, with investment milestones of GEL 5 million by the end of year 3 and GEL 15 million by the end of year 6. It cannot be combined with Virtual Zone or International Company status.

How we obtain the status for you

  1. 1

    Eligibility audit

    We test your activities, contracts, revenue split and team against the law, and tell you which status is realistic.

  2. 2

    Structure and evidence

    We align the company, service contracts and invoices with permitted activities, and assemble proof of experience and substance.

  3. 3

    Application

    We draft and file within 10 business days: with the Financial-Analytical Service for Virtual Zone, with the Revenue Service for International Company.

  4. 4

    Representation

    We deal with the Revenue Service, the Ministry of Finance and the Administration of the Government until the final decision.

  5. 5

    Keeping the status

    We advise on the taxable base, the 2% income test, payroll reporting and the conditions for retaining the status.

Why the groundwork matters

International Company status can be revoked retroactively if income from non-permitted activities exceeds 2% of permitted-activity revenue, or if the company stops meeting the eligibility conditions. Get the structure right before filing, and monitor it afterwards.

Beyond Tax

The legal problems that slow tech companies down, and how we solve them

The problem

Founders have no written deal

Equity, roles and exits stay informal until a dispute or an investor forces the question.

How we solve it

A shareholders' agreement and charter covering equity and vesting, roles, IP assignment, governance and deadlock, leaver terms and transfer restrictions.

The problem

The company does not fully own its code

Code written before incorporation, or by freelancers without a contract, can sit outside the company. Georgian law requires copyright assignments and licences to be in writing.

How we solve it

An IP chain from founders, employees and contractors into the company, so the product passes due diligence. See our IP practice.

The problem

Terms & Conditions copied from another platform

Borrowed terms leave liability, payouts, content rights and suspension rules open, often in the wrong language.

How we solve it

Terms built around your product, in Georgian and English, with a privacy policy that matches your real data flows.

The problem

An investor asks for documents you do not have

Rounds stall on missing minutes, an untidy cap table and unsigned IP assignments.

How we solve it

An investor-readiness review, a clean data room, SAFEs and convertible notes, term sheet negotiation, and reporting that keeps investor relations in order after closing.

The problem

Hiring across borders without a plan

Misclassified contractors create tax and labour risk, and most foreign hires now need the right to work in Georgia.

How we solve it

Employment and contractor templates, plus right-to-work filings through our market entry team.

The problem

A business model that needs a licence

Payments, crypto and lending models can require registration with the National Bank of Georgia.

How we solve it

Regulatory mapping before launch, and licence applications where they are needed.

What We Draft

Three sets of documents every tech company ends up needing

Terms & Conditions

For platforms, SaaS and marketplaces, in Georgian and English.

  • Platform access and user eligibility
  • Fees, commission and payouts
  • IP in content and delivered work
  • Liability and non-circumvention
  • Suspension and termination

Shareholders' Agreement

Aligned with a charter that is ready for registration.

  • Equity split and vesting schedules
  • Roles and decision rights
  • Governance and deadlock rules
  • Leaver terms
  • Transfer restrictions, drag-along and tag-along

Investor Relations

From the first conversation to reporting after the round closes.

  • Investor-readiness review and data room
  • SAFEs and convertible notes
  • Term sheets and investor rights
  • Cap table and closing
  • Registry filings and board reporting
Your Roadmap

What you need at each stage

  1. 1

    Idea and pre-seed

    Entity formation and structure, the founders' deal, IP assignment and your first contracts.

  2. 2

    Seed

    T&Cs and privacy policy, tax status, SAFEs or convertible notes, employment templates.

  3. 3

    Series A

    Due diligence clean-up, a restated shareholders' agreement, board and investor reporting.

  4. 4

    Scale and exit

    New markets and subsidiaries, group restructuring, M&A and sale.

Your Team

Who leads this work

Nika Magedani

Nika Magedani

Managing Partner

Leads the firm's Corporate, Tax, Litigation, Start-up and IP work. Member of the Georgian Bar Association, with a Master of Law and Business from Bucerius Law School in Hamburg and a Master of Business Law concentrating in Tax Law.

View profile
Uta Kharbedia

Uta Kharbedia

Senior Partner

Leads the Corporate, Litigation and Regulatory practices. Represents clients in complex disputes before courts and arbitral tribunals, and guides businesses through licensing and regulatory authorisation.

View profile
Questions

Frequently Asked Questions

What is a Virtual Zone Person in Georgia?

A Georgian legal entity engaged in IT activities that holds Virtual Zone status. Profit from supplying abroad the IT it developed is exempt from profit tax. The status must be granted within 10 working days of applying, and an electronic certificate follows within 2 working days.

What taxes does a Virtual Zone company still pay?

Dividends to individuals and non-residents are taxed at 5%, unless a treaty reduces this. Salaries are taxed at 20%. Property tax applies at up to 1%. Profit from Georgian clients stays taxable at 15% when distributed.

What are the International Company tax rates?

Profit tax is 5% on distribution, income tax on salaries is 5%, dividends are not taxed, and property used for permitted activities is exempt from property tax, except land. Salaries paid to Georgian citizens and research costs incurred in Georgia can reduce the taxable amount further.

Can a new company get International Company status?

Yes, if it represents a non-resident enterprise with at least two years' experience in the permitted activity, or if over 50% of its shares are held by partner enterprises with that experience. Otherwise it needs two years of its own experience. A common path is to start as a Virtual Zone Person and apply once those two years are built.

Which is better, Virtual Zone or International Company?

It depends on payroll. On profit alone, both leave a total tax of about 5% on fully distributed profit. International Company status wins when salaries are significant, because salaries are taxed at 5% instead of 20%. Virtual Zone status is easier to obtain and has no fixed experience or staffing test.

Can a company hold Virtual Zone and International Company status at the same time?

No. If a Virtual Zone Person receives International Company status, its Virtual Zone status is treated as cancelled from the start of that month. If an International Company receives Virtual Zone status, its International Company status is revoked. The same logic applies to innovative start-up status, so choose the regime first.

How long does International Company status take?

The Revenue Service checks the application within 10 days, then the file passes through the Ministry of Finance to the Government, which makes the decision. Timing after that depends on the Government, so plan for more than the initial check. The status applies from the beginning of the month in which it is granted.

What is innovative start-up status in Georgia?

A status for companies building innovative products that raised at least GEL 100,000 from a fund, angel network or accelerator, or GEL 150,000 in GITA grants, in the two years before applying. It reduces salary and profit tax in stages over up to 10 years, and cannot be combined with Virtual Zone or International Company status.

Do you work with founders outside Georgia?

Yes. We incorporate companies and open bank accounts under power of attorney, so founders do not need to stay in Georgia for the process. See Market Entry.

· Reviewed by: Nika Magedani, Managing Partner. This page is general information, not legal advice. Rates, deadlines and procedures change: please speak to us before relying on them for a decision.

Keep Exploring

Related practice areas

Which regime fits your company?

Tell us what you build, where your clients are and how large your team is. We will tell you which status is realistic and what it takes to get it.

Check My Tax Eligibility